<PAGE>


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

                          MORGAN STANLEY CAPITAL I INC.
                                  as Depositor,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              as Special Servicer,

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2004

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2004-HQ3

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                   ARTICLE I

                                  DEFINITIONS

Section 1.1     Definitions....................................................9
Section 1.2     Calculations Respecting Mortgage Loans........................84
Section 1.3     Calculations Respecting Accrued Interest......................84
Section 1.4     Interpretation................................................85
Section 1.5     ARD Loans.....................................................85
Section 1.6     Certain Matters with respect to Loan Pairs and A/B
                   Mortgage Loans.............................................86

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

Section 2.1     Conveyance of Mortgage Loans..................................87
Section 2.2     Acceptance by Trustee.........................................90
Section 2.3     Seller's Repurchase of Mortgage Loans for Material
                   Document Defects and Material Breaches of
                   Representations and Warranties.............................92
Section 2.4     Representations and Warranties................................98
Section 2.5     Conveyance of Interests.......................................99

                                   ARTICLE III

                                THE CERTIFICATES

Section 3.1     The Certificates..............................................99
Section 3.2     Registration.................................................100
Section 3.3     Transfer and Exchange of Certificates........................101
Section 3.4     Mutilated, Destroyed, Lost or Stolen Certificates............107
Section 3.5     Persons Deemed Owners........................................107
Section 3.6     Access to List of Certificateholders' Names and
                   Addresses.................................................107
Section 3.7     Book-Entry Certificates......................................108
Section 3.8     Notices to Clearing Agency...................................111
Section 3.9     Definitive Certificates......................................111

                                   ARTICLE IV

                                    ADVANCES

Section 4.1     P&I Advances by Master Servicer..............................112


                                       -i-

<PAGE>

Section 4.1A    P&I Advances with Respect to Non-Serviced Mortgage Loans
                   and Serviced Pari Passu Mortgage Loans....................113
Section 4.2     Servicing Advances...........................................114
Section 4.3     Advances by the Trustee and the Fiscal Agent.................114
Section 4.4     Evidence of Nonrecoverability................................116
Section 4.5     Interest on Advances; Calculation of Outstanding
                   Advances with Respect to a Mortgage Loan..................117
Section 4.6     Reimbursement of Advances and Advance Interest...............117
Section 4.7     Fiscal Agent Termination Event...............................119
Section 4.8     Procedure Upon Termination Event.............................120
Section 4.9     Merger or Consolidation of Fiscal Agent......................120
Section 4.10    Limitation on Liability of the Fiscal Agent and Others.......120
Section 4.11    Indemnification of Fiscal Agent..............................121

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

Section 5.1     Collections..................................................122
Section 5.2     Application of Funds in the Certificate Account and
                   Interest Reserve Account..................................126
Section 5.3     Distribution Account and Reserve Account.....................135
Section 5.4     Trustee Reports..............................................137
Section 5.5     Trustee Tax Reports..........................................139

                                   ARTICLE VI

                                  DISTRIBUTIONS

Section 6.1     Distributions Generally......................................139
Section 6.2     International Plaza Pari Passu Loan REMIC....................140
Section 6.3     REMIC I......................................................140
Section 6.4     REMIC II.....................................................141
Section 6.5     REMIC III....................................................149
Section 6.6     Allocation of Realized Losses, Expense Losses and
                   Shortfalls Due to Nonrecoverability.......................155
Section 6.7     Net Aggregate Prepayment Interest Shortfalls.................158
Section 6.8     Adjustment of Servicing Fees.................................158
Section 6.9     Appraisal Reductions.........................................158
Section 6.10    Compliance with Withholding Requirements.....................159
Section 6.11    Prepayment Premiums..........................................159


                                      -ii-

<PAGE>

                                   ARTICLE VII

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

Section 7.1     Duties of the Trustee and the Fiscal Agent...................160
Section 7.2     Certain Matters Affecting the Trustee and the Fiscal
                   Agent.....................................................162
Section 7.3     The Trustee and the Fiscal Agent Not Liable for
                   Certificates or Interests or Mortgage Loans...............163
Section 7.4     The Trustee and the Fiscal Agent May Own Certificates........165
Section 7.5     Eligibility Requirements for the Trustee and the Fiscal
                   Agent.....................................................165
Section 7.6     Resignation and Removal of the Trustee or the Fiscal
                   Agent.....................................................165
Section 7.7     Successor Trustee or Fiscal Agent............................167
Section 7.8     Merger or Consolidation of Trustee or Fiscal Agent...........167
Section 7.9     Appointment of Co-Trustee, Separate Trustee, Agents or
                   Custodian.................................................168
Section 7.10    Authenticating Agents........................................170
Section 7.11    Indemnification of Trustee and the Fiscal Agent..............170
Section 7.12    Fees and Expenses of Trustee and the Fiscal Agent............172
Section 7.13    Collection of Moneys.........................................172
Section 7.14    Trustee To Act; Appointment of Successor.....................173
Section 7.15    Notification to Holders......................................175
Section 7.16    Representations and Warranties of the Trustee and the
                   Fiscal Agent..............................................175
Section 7.17    Fidelity Bond and Errors and Omissions Insurance Policy
                   Maintained by the Trustee and the Fiscal Agent............177
Section 7.18    Appointment of Luxembourg Paying Agent; Notification to
                   Certificateholders........................................177

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1     Servicing Standard; Servicing Duties.........................178
Section 8.2     Fidelity Bond and Errors and Omissions Insurance Policy
                   Maintained by the Master Servicer.........................181
Section 8.3     Master Servicer's General Power and Duties...................181
Section 8.4     Primary Servicing and Sub-Servicing..........................188
Section 8.5     Servicers May Own Certificates...............................188
Section 8.6     Maintenance of Hazard Insurance, Other Insurance, Taxes
                and Other....................................................188
Section 8.7     Enforcement of Due-On-Sale Clauses; Assumption
                   Agreements; Due-On-Encumbrance Clause.....................191
Section 8.8     Trustee to Cooperate; Release of Trustee Mortgage Files......195
Section 8.9     Documents, Records and Funds in Possession of Master
                   Servicer to be Held for the Trustee for the Benefit
                   of the Certificateholders.................................196


                                      -iii-

<PAGE>

Section 8.10    Servicing Compensation.......................................196
Section 8.11    Master Servicer Reports; Account Statements..................198
Section 8.12    Annual Statement as to Compliance............................200
Section 8.13    Annual Independent Public Accountants' Servicing Report......200
Section 8.14    CMSA Operating Statement Analysis Reports Regarding the
                   Mortgaged Properties......................................201
Section 8.15    Other Available Information and Certain Rights of the
                   Master Servicer...........................................202
Section 8.16    Rule 144A Information........................................204
Section 8.17    Inspections..................................................204
Section 8.18    Modifications, Waivers, Amendments, Extensions and
                   Consents..................................................205
Section 8.19    Specially Serviced Mortgage Loans............................208
Section 8.20    Representations, Warranties and Covenants of the Master
                   Servicer..................................................209
Section 8.21    Merger or Consolidation......................................210
Section 8.22    Resignation of Master Servicer...............................210
Section 8.23    Assignment or Delegation of Duties by Master Servicer........211
Section 8.24    Limitation on Liability of the Master Servicer and
                   Others....................................................211
Section 8.25    Indemnification; Third-Party Claims..........................214
Section 8.26    Exchange Act Reporting.......................................216
Section 8.27    Compliance with REMIC Provisions.............................218
Section 8.28    Termination..................................................218
Section 8.29    Procedure Upon Termination...................................220
Section 8.30    Operating Adviser Contact with Master Servicer and
                   Special Servicer..........................................222

                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                               BY SPECIAL SERVICER

Section 9.1     Duties of Special Servicer...................................222
Section 9.2     Fidelity Bond and Errors and Omissions Insurance Policy
                   of Special Servicer.......................................224
Section 9.3     Sub-Servicers................................................224
Section 9.4     Special Servicer General Powers and Duties...................225
Section 9.5     "Due-on-Sale" Clauses; Assignment and Assumption
                   Agreements; Modifications of Specially Serviced
                   Mortgage Loans; Due-On-Encumbrance Clauses................228
Section 9.6     Release of Mortgage Files....................................232
Section 9.7     Documents, Records and Funds in Possession of Special
                   Servicer To Be Held for the Trustee.......................233
Section 9.8     Representations, Warranties and Covenants of the Special
                   Servicer..................................................234
Section 9.9     Standard Hazard, Flood and Comprehensive General
                   Liability Insurance Policies..............................235
Section 9.10    Presentment of Claims and Collection of Proceeds.............237


                                      -iv-

<PAGE>

Section 9.11    Compensation to the Special Servicer.........................237
Section 9.12    Realization Upon Defaulted Mortgage Loans....................239
Section 9.13    Foreclosure..................................................241
Section 9.14    Operation of REO Property....................................241
Section 9.15    Sale of REO Property.........................................244
Section 9.16    Realization on Collateral Security...........................245
Section 9.17    Reserved.....................................................246
Section 9.18    Annual Officer's Certificate as to Compliance................246
Section 9.19    Annual Independent Accountants' Servicing Report.............246
Section 9.20    Merger or Consolidation......................................246
Section 9.21    Resignation of Special Servicer..............................247
Section 9.22    Assignment or Delegation of Duties by Special Servicer.......248
Section 9.23    Limitation on Liability of the Special Servicer and
                   Others....................................................248
Section 9.24    Indemnification; Third-Party Claims..........................250
Section 9.25    Reserved.....................................................252
Section 9.26    Special Servicer May Own Certificates........................252
Section 9.27    Tax Reporting................................................252
Section 9.28    Application of Funds Received................................252
Section 9.29    Compliance with REMIC Provisions.............................252
Section 9.30    Termination..................................................253
Section 9.31    Procedure Upon Termination...................................256
Section 9.32    Certain Special Servicer Reports.............................258
Section 9.33    Special Servicer to Cooperate with the Master Servicer
                   and Trustee...............................................259
Section 9.34    Reserved.....................................................260
Section 9.35    Reserved.....................................................260
Section 9.36    Sale of Defaulted Mortgage Loans.............................260
Section 9.37    Operating Adviser; Elections.................................263
Section 9.38    Limitation on Liability of Operating Adviser.................264
Section 9.39    Duties of Operating Adviser..................................265

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

Section 10.1    Termination of Trust Upon Repurchase or Liquidation of
                   All Mortgage Loans........................................268
Section 10.2    Procedure Upon Termination of Trust..........................269
Section 10.3    Additional Trust Termination Requirements....................270

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

Section 11.1    Limitation on Rights of Holders..............................271
Section 11.2    Access to List of Holders....................................272
Section 11.3    Acts of Holders of Certificates..............................273


                                       -v-

<PAGE>

                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

Section 12.1    REMIC Administration.........................................274
Section 12.2    Prohibited Transactions and Activities.......................279
Section 12.3    Modifications of Mortgage Loans..............................279
Section 12.4    Liability with Respect to Certain Taxes and Loss of
                   REMIC Status..............................................279
Section 12.5    Class S Grantor Trust........................................280

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.1    Binding Nature of Agreement..................................281
Section 13.2    Entire Agreement.............................................281
Section 13.3    Amendment....................................................281
Section 13.4    GOVERNING LAW................................................283
Section 13.5    Notices......................................................283
Section 13.6    Severability of Provisions...................................284
Section 13.7    Indulgences; No Waivers......................................284
Section 13.8    Headings Not to Affect Interpretation........................284
Section 13.9    Benefits of Agreement........................................284
Section 13.10   Special Notices to the Rating Agencies.......................285
Section 13.11   Counterparts.................................................286
Section 13.12   Intention of Parties.........................................286
Section 13.13   Recordation of Agreement.....................................288
Section 13.14   Rating Agency Monitoring Fees................................288


                                      -vi-

<PAGE>

<TABLE>
<S>              <C>
                             EXHIBITS AND SCHEDULES

EXHIBIT A-1      Form of Class A-1 Certificate
EXHIBIT A-2      Form of Class A-2 Certificate
EXHIBIT A-3      Form of Class A-3 Certificate
EXHIBIT A-4      Form of Class A-4 Certificate
EXHIBIT A-5      Form of Class B Certificate
EXHIBIT A-6      Form of Class C Certificate
EXHIBIT A-7      Form of Class D Certificate
EXHIBIT A-8      Form of Class E Certificate
EXHIBIT A-9      Form of Class F Certificate
EXHIBIT A-10     Form of Class G Certificate
EXHIBIT A-11     Form of Class H Certificate
EXHIBIT A-12     Form of Class J Certificate
EXHIBIT A-13     Form of Class K Certificate
EXHIBIT A-14     Form of Class L Certificate
EXHIBIT A-15     Form of Class M Certificate
EXHIBIT A-16     Form of Class N Certificate
EXHIBIT A-17     Form of Class O Certificate
EXHIBIT A-18     Form of Class P Certificate
EXHIBIT A-19     Form of Class Q Certificate
EXHIBIT A-20     Form of Class S Certificate
EXHIBIT A-21     Form of Class R-I Certificate
EXHIBIT A-22     Form of Class R-II Certificate
EXHIBIT A-23     Form of Class R-III Certificate
EXHIBIT A-24     Form of Class R-IP Certificate
EXHIBIT A-25     Form of Class X-1 Certificate
EXHIBIT A-26     Form of Class X-2 Certificate
EXHIBIT B-1      Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2      Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C        Form of Request for Release
EXHIBIT D-1      Form of Transferor Certificate for Transfers to Definitive
                    Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A     Form I of Transferee Certificate for Transfers of Definitive
                    Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B     Form II of Transferee Certificate for Transfers of Definitive
                    Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A     Form I of Transferee Certificate for Transfers of Interests in
                    Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B     Form II of Transferee Certificate for Transfers of Interests in
                    Book-Entry Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2      Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F        Form of Regulation S Certificate
EXHIBIT G-1      Reserved
EXHIBIT G-2      Reserved
</TABLE>


                                      -vii-

<PAGE>

<TABLE>
<S>              <C>
EXHIBIT H        Form of Exchange Certification
EXHIBIT I        Form of Euroclear Bank or Clearstream Bank Certificate
                    (Section 3.7(d)
EXHIBIT J        List of Loans as to Which Excess Servicing Fees Are Paid
                    ("Excess Servicing Fee")
EXHIBIT K        Form of Mortgage Loan Purchase Agreement
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
EXHIBIT CC       Form of Performance Certification (Section 8.26 (b))

SCHEDULE I       MSMC Loan Schedule
SCHEDULE II      Reserved
SCHEDULE III     Reserved
SCHEDULE IV      Reserved
SCHEDULE V       Reserved
SCHEDULE VI      List of Escrow Accounts Not Currently Eligible Accounts
                    (Section 8.3(e))
SCHEDULE VII     Certain Escrow Accounts for Which a Report Under Section 5.1(g)
                    is Required
SCHEDULE VIII    List of Mortgagors that are Third-Party Beneficiaries Under
                    Section 2.3(a)
SCHEDULE IX -
SCHEDULE XVI     Rates Used in Determination of Class X Pass-Through Rates
                    ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")
SCHEDULE XVII    Mortgage Loans Secured by Mortgaged Properties Covered by an
                    Environmental Insurance Policy
SCHEDULE XVIII   List of Mortgage Loans that have Scheduled Payments after the
                    end of a Collection Period
SCHEDULE XIX     Methodology for Calculating Realized Losses
</TABLE>


                                     -viii-

<PAGE>

          THIS POOLING AND SERVICING AGREEMENT is dated as of March 1, 2004
(this "Agreement") between MORGAN STANLEY CAPITAL I INC., a Delaware
corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), GMAC COMMERCIAL
MORTGAGE CORPORATION, as special servicer (the "Special Servicer"), LASALLE BANK
NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee") and ABN AMRO BANK
N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof (the
"Fiscal Agent").

                              PRELIMINARY STATEMENT

          On the Closing Date, the Depositor will acquire the Mortgage Loans
from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), and will be the
owner of the Mortgage Loans and the other property being conveyed by it to the
Trustee for inclusion in the Trust which is hereby created. On the Closing Date,
the Depositor will acquire (i) the REMIC I Regular Interests and the REMIC I
Residual Interest as consideration for its transfer to the Trust of the Majority
Mortgage Loans and the International Plaza Pari Passu Loan REMIC Regular
Interest (and the related International Plaza Pari Passu Loan documents); (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 (other than the portion of the Class S Certificates
representing Excess Interest) as consideration for its transfer of the REMIC II
Regular Interests to the Trust and the portion of the Class S Certificates
representing Excess Interest as consideration for its transfer to the Trust of
the Excess Interest. 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 REMIC I Residual Interest representing in
the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II
Regular Interests and the Class R-II Certificates representing in the aggregate
the entire beneficial ownership of REMIC II and (C) the REMIC III Certificates
representing in the aggregate the entire beneficial ownership of REMIC III and,
in the case of the Class S Certificates, the Class S Grantor Trust. All
covenants and agreements made by the Depositor and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust are
for the benefit of the Holders of the International Plaza Pari Passu Loan REMIC
Regular Interest, the REMIC I Regular Interests, the REMIC II Regular Interests,
the Residual Certificates, the REMIC Regular Certificates and the Class S
Certificates to the extent of their interest in the Excess Interest. The Class
R-I Certificates shall represent ownership of the REMIC I Residual Interest. The
Class R-IP Certificates represents ownership of the International Plaza Pari
Passu Loan REMIC Residual Interest. 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, Class D, Class E, Class F, Class G and
Class H Certificates will be offered for sale pursuant to the prospectus (the
"Prospectus") dated December 9, 2003, as supplemented by the preliminary
prospectus supplement dated February 9, 2004 (together with the Prospectus, the
"Preliminary Prospectus Supplement"), and as further supplemented by the final
prospectus supplement dated February 20, 2004 (together with the Prospectus, the
"Final Prospectus Supplement"), and the Class X-1, Class X-2, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates
will be offered for sale pursuant to a Private Placement Memorandum dated
February 20, 2004.

<PAGE>

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

                    INTERNATIONAL PLAZA PARI PASSU LOAN REMIC

          The International Plaza Pari Passu Loan REMIC Regular Interest relates
to the International Plaza Pari Passu Loan. The International Plaza Pari Passu
Loan REMIC Regular Interest has a pass-through rate equal to the International
Plaza Pari Passu Loan REMIC Net Mortgage Rate (it being understood that the
Master Servicing Fee and the Trustee Fee shall have been paid to the party
entitled thereto by the International Plaza Pari Passu Loan REMIC), a principal
amount (the initial "Certificate Balance") equal to the Scheduled Principal
Balance as of the Cut-Off Date (as herein defined) of the International Plaza
Pari Passu Loan, and a "latest possible maturity date" of January 8, 2008. The
International Plaza Pari Passu Loan REMIC Residual Interest is represented by
the Class R-IP Certificate, has been designated as the sole Class of residual
interests in the International Plaza Pari Passu Loan REMIC and has no
Certificate Balance and no Pass-Through Rate, but is entitled to receive the
proceeds of any assets remaining in the International Plaza Pari Passu Loan
REMIC after the International Plaza Pari Passu Loan REMIC Regular Interest has
been paid in full.

                                    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 of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a "latest possible maturity date" set to the Maturity Date
of the Mortgage Loan to which the Corresponding REMIC I Regular Interest
relates; provided that in the case of the International Plaza Pari Passu Loan,
the Corresponding REMIC I Regular Interest has a pass-through rate equal to the
REMIC I Net Mortgage Rate of the International Plaza Pari Passu Loan REMIC
Regular Interest, an initial principal amount (the initial "Certificate
Balance") equal to the initial Certificate Balance of the International Plaza
Pari Passu Loan REMIC Regular Interest, and a "latest possible maturity date" of
January 8, 2008. The REMIC I Residual Interest will be represented by 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-


                                      -2-

<PAGE>

Through Rate, but will be entitled to receive the proceeds of any assets
remaining in REMIC II after all Classes of REMIC II Regular Interests have been
paid in full.

                                    REMIC III

                               Initial Aggregate
  REMIC III        Initial        Certificate
   Regular          Pass-      Principal Balance
   Interest        Through        or Notional           Final Scheduled
 Designation       Rate(a)           Amount          Distribution Date(b)
--------------     -------     -----------------     --------------------
Class A-1           3.10%        $  113,860,000        January 13, 2009
Class A-2           4.05%        $  319,750,000        July 13, 2010
Class A-3           4.49%        $  145,475,000        June 13, 2013
Class A-4           4.80%        $  547,150,000        January 13, 2014
Class X-1(c)        0.12%        $1,324,982,421        November 13, 2015
Class X-2(d)        1.30%        $1,258,818,000        March 13, 2012
Class B             4.83%        $   16,562,000        January 13, 2014
Class C             4.88%        $   16,562,000        February 13, 2014
Class D             4.90%        $   13,250,000        February 13, 2014
Class E             4.92%        $   19,875,000        February 13, 2014
Class F             4.96%        $   13,250,000        February 13, 2014
Class G             4.99%        $   16,562,000        February 13, 2014
Class H             5.10%        $   16,562,000        February 13, 2014
Class J             5.20%        $   11,594,000        February 13, 2014
Class K             5.65%        $   23,187,000        February 13, 2014
Class L             5.08%        $    6,625,000        February 13, 2014
Class M             5.08%        $    6,625,000        February 13, 2014
Class N             5.08%        $    6,625,000        February 13, 2014
Class O             5.08%        $    4,968,000        February 13, 2014
Class P             5.08%        $    3,313,000        February 13, 2014
Class Q             5.08%        $    3,312,685        February 13, 2014
Class S (f)         5.08%        $   19,874,736        November 13, 2015
Class R-III(g)       N/A              N/A                      N/A

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

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

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

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

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


                                      -3-

<PAGE>

     (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-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 X for such Distribution Date and (ii) the Pass-Through Rate of the
     Class A-2 Certificates;

     (5) the right to receive, on each Distribution Date, the product of (A) the
     Certificate Balance of the Class A-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 XI for such Distribution Date and (ii) the Pass-Through Rate of
     the Class A-2 Certificates;

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

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

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

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

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

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

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


                                      -4-

<PAGE>

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

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

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

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

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

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

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

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

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

     (28) 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;

     (29) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class M-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 X for such Distribution Date and (ii) the Pass-Through Rate of the
     Class M Certificates;

     (30) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class M-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 IX for such Distribution Date and (ii) the Pass-Through Rate of
     the Class M Certificates;

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

     (32) 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;

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

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

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


                                      -5-

<PAGE>

(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-2A 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-2 Certificates;

     (4) 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 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-2 Certificates;

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

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

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

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

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

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

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

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

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

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


                                      -6-

<PAGE>

     Distribution Date and (y) the Weighted Average REMIC I Net Mortgage Rate on
     such Distribution Date, over (ii) the Pass-Through Rate of the Class 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 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 E Certificates;

     (18) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class F-2 Component and (B) one twelfth of
     the excess (if any) of (i) the lesser of (x) the rate shown on Schedule 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 F Certificates;

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

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

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

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

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

     (24) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class J Certificates and (B) one twelfth of
     the excess (if any) of (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 J Certificates;

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

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

     (27) 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 (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 L Certificates;

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

     (29) the right to receive, on each Distribution Date, the product of (A)
     the Certificate Balance of the Class M-1 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 M Certificates; and

     (30) 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 (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 N Certificates;

     After the Distribution Date in September, 2005, payments made in respect of
     the Class A-1B Component, Class M-1 Component and Class N 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 September, 2006,
     payments made in respect of the Class A-1C Component, Class A-2A Component,
     Class K-1 Component, Class L Certificates and Class M-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 September, 2007, payments
     made in respect of the Class A-2B Component, Class H-1 Component, Class J
     Certificates and Class K-2


                                      -7-

<PAGE>

     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
     September, 2008, payments made in respect of the Class A-2C Component,
     Class G-1 Component and Class H-2 Component shall not be included in the
     calculation of the amount paid in respect of the Class X-2 Certificates.
     After the Distribution Date in September, 2009, payments made in respect of
     the Class A-2D Component, Class A-3 Certificates, Class A-4A Component,
     Class F-1 Component and Class G-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 September, 2010, payments made in respect of
     the Class A-4B Component, Class E-1 Component and Class F-2 Component shall
     not be included in the calculation of the amount paid in respect of the
     Class X-2 Certificates. After the Distribution Date in September, 2011,
     payments made in respect of the Class A-4C 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.

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

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

          As of the Cut-Off Date, the Mortgage Loans had an Aggregate Principal
Balance of $1,324,982,421.

          The International Plaza Pari Passu Loan REMIC Regular Interest will be
held as an asset of REMIC I, and the International Plaza Pari Passu Loan REMIC
Residual Interest is the sole class of "residual interests" in the International
Plaza Pari Passu Loan REMIC and is represented by the Class R-IP Certificates.

          As provided herein, with respect to the Trust, 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 Majority Mortgage Loans and the
International Plaza Pari Passu Loan REMIC Regular Interest) 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 REMIC I Residual Interest will be designated as the sole
Class of "residual interests" in REMIC I and will be represented by the Class
R-I Certificates.

          As provided herein, with respect to the Trust, 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 Trustee will make
an election for the segregated pool of assets described in the third paragraph
of Section 12.1(a) hereof consisting of the REMIC II Regular Interests to be
treated for federal income tax purposes as a real estate mortgage investment
conduit ("REMIC III"). The REMIC III Regular Interests (and, in the case of the
Class S Certificates, the Class S REMIC Interest represented by the Class S
Certificates) 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


                                      -8-

<PAGE>

be designated as the sole Class of "residual interests" in REMIC III for
purposes of the REMIC Provisions.

                                    ARTICLE I

                                   DEFINITIONS

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

          "A Note" means, with respect to any A/B Mortgage Loan, the mortgage
note that is senior in right of payment to the related B Note to the extent set
forth in the related Intercreditor Agreement.

          "A/B Loan Custodial Account" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c)
on behalf of the holder of 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 serviced under this
Agreement that is divided into a senior mortgage note and a subordinated
mortgage note, which senior mortgage note is included in the Trust. 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. Notwithstanding
the first sentence of this definition, there are no A/B Mortgage Loans in the
Trust.

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

          "Acquisition Date" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of the Mortgaged Properties securing any A/B Mortgage Loan,
Non-Serviced Mortgage Loan, Non-Serviced Companion Mortgage Loan and Loan Pair).

          "Additional Review Period" has the meaning set forth in Section
9.4(d).


                                      -9-

<PAGE>

          "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 applicable Non-Serviced Mortgage Loan Master
Servicer, any applicable Non-Serviced Mortgage Loan Special Servicer, the
Trustee, 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 and (v) to the extent not otherwise
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)
that 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, any Non-Serviced Mortgage Loan Master Servicer,
any Non-Serviced Mortgage Loan Special Servicer, the Trustee, the Certificate
Registrar or the Fiscal Agent, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses, and
similar internal costs and expenses.

          "Administrative Cost Rate" means the sum of the Master Servicing Fee
Rate, the Excess Servicing Fee Rate, the Trustee Fee Rate and in the case of any
Non-Serviced Mortgage Loan, the related Pari Passu Loan Servicing Fee Rate.

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

          "Advance Interest" means interest payable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent on outstanding Advances (other
than Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any
interest payable to any Non-Serviced Mortgage Loan Master Servicer, any
Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal
Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to
Section 4.4(b) hereof.

          "Advance Rate" means a per annum rate equal to the Prime Rate as
published in the "Money Rates" section of The Wall Street Journal from time to
time or such other publication as determined by the Trustee in its reasonable
discretion.

          "Advance Report Date" means the second Business Day prior to each
Distribution Date.

          "Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the status of any REMIC Pool as a REMIC or (ii) subject to Section 9.14(e),
result in the imposition of a tax upon the income of any REMIC Pool or any of
their respective assets or transactions, including (without limitation)


                                      -10-

<PAGE>

the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on prohibited contributions set forth in Section 860G(d) of the
Code.

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

          "Aggregate Certificate Balance" means the aggregate of the Certificate
Balances of the Principal Balance Certificates, the International Plaza Pari
Passu Loan REMIC Regular Interest, 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, the International Plaza
Pari Passu Loan REMIC Regular Interest, 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.

          "Alamo Quarry Market & Quarry Crossing Companion Loan" means, with
respect to the Mortgage Loan identified on the Mortgage Loan Schedule as
Mortgage Loan No. 15, the notes secured by the related Mortgage on a pari passu
basis with the Alamo Quarry Market & Quarry Crossing Pari Passu Loan. The Alamo
Quarry Market & Quarry Crossing Companion Loan is not a "Mortgage Loan."

          "Alamo Quarry Market & Quarry Crossing Pari Passu Loan" means the
Mortgage Loan identified on the Mortgage Loan Schedule as Mortgage Loan No. 15,
which is secured by the related Mortgage on a pari passu basis with the Alamo
Quarry Market & Quarry Crossing Companion Loan. The Alamo Quarry Market & Quarry
Crossing Pari Passu Loan is a "Mortgage Loan."

          "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. Section 225.62.

          "Appraisal Event" means, with respect to any Mortgage Loan or Loan
Pair, not later than the earliest of (i) the date 120 days after the occurrence
of any delinquency in payment


                                      -11-

<PAGE>

with respect to such Mortgage Loan or Loan Pair if such delinquency remains
uncured, (ii) the date 30 days after receipt of notice that the related
Mortgagor has filed a bankruptcy petition or the related Mortgagor has become
the subject of involuntary bankruptcy proceedings or the related Mortgagor has
consented to the filing of a bankruptcy proceeding against it or a receiver is
appointed in respect of the related Mortgaged Property, provided such petition
or appointment is still in effect, (iii) the date that is 30 days following the
date the related Mortgaged Property becomes an REO Property and (iv) the
effective date of any modification to a Money Term of a Mortgage Loan or Loan
Pair, other than an extension of the date that a Balloon Payment is due for a
period of less than six months from the original due date of such Balloon
Payment.

          "Appraisal Reduction" means, with respect to any Required Appraisal
Loan with respect to which an Appraisal or internal valuation is performed
pursuant to Section 6.9, an amount equal to the excess of (A) the sum, as of the
first Determination Date that is at least 15 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 (including
Unliquidated Advances) and interest on Advances (other than Unliquidated
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 a 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 or Loan Pair shall be reduced to reflect any
Realized Principal Losses on the Required Appraisal Loan or Loan Pair. 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 Non-Serviced Mortgage Loan shall be
calculated in accordance with the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement based upon the applicable allocation of the items set forth
in clauses (A) and (B) above between the Non-Serviced Mortgage Loans and the
related Non-Serviced Companion Mortgage Loans and all other related pari passu
loans. Any Appraisal Reduction in respect of any Loan Pair shall be allocated,
as between a Serviced Pari Passu Mortgage Loan and


                                      -12-

<PAGE>

the related Serviced Companion Mortgage Loan, pro rata according to their
respective Principal Balances.

          "Appraised Value" means, (i) with respect to any Mortgaged Property
(other than the Mortgaged Property relating to a Non-Serviced Mortgage Loan),
the appraised value thereof determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent appraiser selected by the
Master Servicer or the Special Servicer, as applicable or, in the case of an
internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and
(ii) with respect to the Mortgaged Property relating to a Non-Serviced Mortgage
Loan, the portion of the appraised value allocable thereto.

          "ARD Loan" means any Mortgage Loan designated as such on the Mortgage
Loan Schedule.

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

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

          "Assumed Scheduled Payment" means: (i) with respect to any Balloon
Mortgage Loan or any B Note as to which advancing is required hereunder for its
Maturity Date (provided that such Mortgage 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 in
which such Maturity Date occurs) and for any subsequent Due Date therefor as of
which such Mortgage Loan or such 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
or such 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 or such 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


                                      -13-

<PAGE>

in the preceding clause of this definition, the Assumed Scheduled Payment) that
was due in respect of the related Mortgage Loan or the related B Note on the
last Due Date prior to its becoming an REO Mortgage Loan. The amount of the
Assumed Scheduled Payment for any A Note or B Note shall be calculated solely by
reference to the terms of such A Note or B Note, as applicable (as modified in
connection with any bankruptcy or similar proceeding involving the related
Mortgagor or pursuant to a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Master Servicer or the Special Servicer
pursuant to the terms hereof) and without regard to the remittance provisions of
the related Intercreditor Agreement.

          "Authenticating Agent" means any authenticating agent serving in such
capacity pursuant to Section 7.10.

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

          "Available Advance Reimbursement Amount" has the meaning set forth in
Section 4.6(a).

          "Available Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Special Servicer in
respect of unpaid Special Servicer Compensation, the Trustee in respect of
unpaid Trustee Fees, 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 Serviced Companion Mortgage Loan, as
applicable, pursuant to the terms of the related B Note or Serviced Companion
Mortgage Loan, as applicable, and the related Intercreditor Agreement or Loan
Pair Intercreditor Agreement (which amounts will be deposited into the related
A/B Loan Custodial Account or Serviced Companion Mortgage 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 (and any P&I Advances made by the Greenwich 2003-C2 Master Servicer
in respect of the Wells Fargo Tower Pari Passu 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 2005, the aggregate of the
Interest Reserve Amounts then held on deposit in the Interest Reserve Account in
respect of each Interest Reserve Loan.


                                      -14-

<PAGE>

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

          "Balloon Mortgage Loan" means a Mortgage Loan, a Serviced Companion
Mortgage Loan or a B Note 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, B
Note or Serviced Companion Mortgage Loan, the Scheduled Payment payable on the
Maturity Date of such Mortgage Loan, B Note or Serviced Companion Mortgage Loan.

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

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

          "Benefit Plan Opinion" means an Opinion of Counsel satisfactory to the
Trustee and the Master Servicer to the effect that any proposed transfer will
not (i) cause the assets of the Trust 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 Certificate Registrar or the Fiscal Agent.

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

          "Business Day" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, Chicago, Illinois, San Francisco,
California or the principal


                                      -15-

<PAGE>

cities in which the Special Servicer, the Trustee or the Master Servicer
conducts servicing or trust operations, or (iii) a day on which banking
institutions or savings associations in 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. Section 9601, et seq.).

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

          "Certificate Balance" means, with respect to any Certificate or
Interest (other than the Class X Certificates and the Residual Certificates) as
of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such Certificate (in the
case of a Certificate), or as ascribed thereto herein (in the case of an
Interest), minus (A)(i) the amount of all principal distributions previously
made with respect to such Certificate pursuant to Section 6.5(a) or deemed to
have been made with respect to such Interest pursuant to Section 6.2(a) or
Section 6.3(a), as the case may be, (ii) all Realized Losses allocated or deemed
to have been allocated to such Interest or Certificate in reduction of
Certificate Balance pursuant to Section 6.6, and plus (B) an amount equal to the
amounts identified in clause (I)(C) of the definition of Principal Distribution
Amount, such increases to be allocated to the Principal Balance Certificates or
Interests in sequential order (i.e. to the most senior Class first), in each
case up to the amount of Realized Losses previously allocated thereto and not
otherwise reimbursed hereunder. The Certificate Balance of the Class A-1A
Component, the Class A-1B Component and the Class A-1C Component shall equal the
Certificate Balance of the REMIC II Regular Interest A-1A, the REMIC II Regular
Interest A-1B and the REMIC II Regular Interest A-1C, respectively. The
Certificate Balance of the Class A-2A Component, Class A-2B Component, Class
A-2C Component and the Class A-2D Component shall equal the Certificate Balance
of the REMIC II Regular Interest A-2A, the REMIC II Regular Interest A-2B, the
REMIC II Regular Interest A-2C and the REMIC II Regular Interest A-2D,
respectively. The Certificate Balance of the Class A-4A Component, the Class
A-4B Component, the Class A-4C Component and the Class A-4D Component shall
equal the Certificate Balance of the REMIC II Regular Interest A-4A, the REMIC
II Regular Interest A-4B, the REMIC II Regular Interest A-4C and the REMIC II
Regular Interest A-4D, respectively. The Certificate Balance of the Class E-1
Component, the Class E-2 Component and the Class E-3 Component shall equal the
Certificate Balance of the REMIC II Regular Interest E-1, the REMIC II Regular
Interest E-2 and the REMIC II Regular Interest E-3, respectively. The
Certificate Balance of the Class F-1 Component and the Class F-2 Component shall
equal the Certificate Balance of the REMIC II Regular Interest F-1 and the REMIC
II Regular Interest F-2, respectively. The Certificate


                                      -16-

<PAGE>

Balance of the Class G-1 Component and the Class G-2 Component shall equal the
Certificate Balance of the REMIC II Regular Interest G-1 and the REMIC II
Regular Interest G-2, respectively. The Certificate Balance of the Class H-1
Component and the Class H-2 Component shall equal the Certificate Balance of the
REMIC II Regular Interest H-1 and the REMIC II Regular Interest H-2,
respectively. The Certificate Balance of the Class K-1 Component and the Class
K-2 Component shall equal the Certificate Balance of the REMIC II Regular
Interest K-1 and the REMIC II Regular Interest K-2, respectively. The
Certificate Balance of the Class M-1 Component and the Class M-2 Component shall
equal the Certificate Balance of the REMIC II Regular Interest M-1 and the REMIC
II Regular Interest M-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 Trustee.

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

          "Certificates" means, collectively, the REMIC III Certificates, the
Class R-I Certificates, the Class R-II Certificates and the Class R-IP
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 International Plaza Pari Passu Loan
REMIC Regular Interest, the REMIC I Interests, REMIC II Interests or REMIC III
Certificates, any Class of such Certificates or Interests.

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


                                      -17-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                      -18-

<PAGE>

          "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 E-3 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 -3.

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

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

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

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

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

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

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

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

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


                                      -19-

<PAGE>

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

          "Class S Grantor Trust" means that portion of the Trust consisting of
the Class S Grantor Trust Interest.

          "Class S Grantor Trust Interest" means that portion of the rights
represented by the Class S Certificates that evidences beneficial ownership of
the Excess Interest and the Excess Interest Sub-account, as described in Section
12.5(a) hereof.

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

          "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-2A Component, Class A-2B Component, Class A-2C Component,
Class A-2D Component, Class A-3 Certificates, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class A-4D Component, Class B Certificates,
Class C Certificates, Class D Certificates, Class E-1 Component, Class E-2
Component, Class E-3 Component, Class F-1 Component, Class F-2 Component, Class
G-1 Component, Class G-2 Component, Class H-1 Component, Class H-2 Component,
Class J Certificates, Class K-1 Component, Class K-2 Component, Class L
Certificates, Class M-1 Component, Class M-2 Component, Class N Certificates,
Class O Certificates, Class P Certificates, Class Q Certificates and Class S
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates or such Components immediately prior to such
Distribution Date and (ii) the Class X-1 Notional Amount for such Distribution
Date.

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

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


                                      -20-

<PAGE>

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

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


                                      -21-

<PAGE>

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

          (E) for any Distribution Date occurring after September, 2008 and on
or before September, 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-2A
Component, Class A-2B Component, Class A-2C Component, Class G-1 Component,
Class H-1 Component, Class H-2 Component, Class J Certificates, Class K-2
Component, Class K-1 Component, Class L Certificates, Class M-1 Component, Class
M-2 Component, Class N Certificates, Class O Certificates, Class P Certificates,
Class Q Certificates and Class S Certificates, the Pass-Through Rate for such
Class of Certificates or such Component and (y) in the case of the Class A-2D
Component, Class A-3 Certificates, Class A-4A Component, Class A-4B Component,
Class A-4C Component, Class A-4D Component, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-1 Component, Class E-2 Component,
Class E-3 Component, Class F-1 Component, Class F-2 Component and Class G-2
Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XIII attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

          (F) for any Distribution Date occurring after September, 2009 and on
or before September, 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-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D Component,
Class A-3 Certificates, Class A-4A Component, Class F-1 Component, Class G-1
Component, Class G-2 Component, Class H-1 Component, Class H-2 Component, Class
J Certificates, Class K-2 Component, Class K-1 Component, Class L Certificates,
Class M-1 Component, Class M-2 Component, Class N Certificates, Class O
Certificates, Class P Certificates, Class Q Certificates and Class S
Certificates, the Pass-Through Rate for such Class of Certificates or such
Component and (y) in the case of the Class A-4B Component, Class A-4C Component,
Class A-4D Component, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-1 Component, Class E-2 Component, Class E-3 Component and
Class F-2 Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XIV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;


                                      -22-

<PAGE>

          (G) for any Distribution Date occurring after September, 2010 and on
or before September, 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-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D Component,
Class A-3 Certificates, Class A-4A Component, Class A-4B Component, Class E-1
Component, Class F-1 Component, Class F-2 Component, Class G-1 Component, Class
G-2 Component, Class H-1 Component, Class H-2 Component, Class J Certificates,
Class K-2 Component, Class K-1 Component, Class L Certificates, Class M-1
Component, Class M-2 Component, Class N Certificates, Class O Certificates,
Class P Certificates, Class Q Certificates and Class S Certificates, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the Class A-4C Component, Class A-4D Component, Class B
Certificates, Class C Certificates, Class D Certificates, Class E-2 Component
and Class E-3 Component, the greater of (1) the rate per annum corresponding to
such Distribution Date as set forth on Schedule XV attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components;

          (H) for any Distribution Date occurring after September, 2011 and on
or before March, 2012, the excess, if any, of (i) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date over (ii) (x) in the case of the
Class A-1A Component, Class A-1B Component, Class A-1C Component, Class A-2A
Component, Class A-2B Component, Class A-2C Component, Class A-2D Component,
Class A-3 Certificates, Class A-4A Component, Class A-4B Component, Class A-4C
Component, Class E-1 Component, Class E-2 Component, Class F-1 Component, Class
F-2 Component, Class G-1 Component, Class G-2 Component, Class H-1 Component,
Class H-2 Component, Class J Certificates, Class K-2 Component, Class K-1
Component, Class L Certificates, Class M-1 Component, Class M-2 Component, Class
N Certificates, Class O Certificates, Class P Certificates, Class Q Certificates
and Class S Certificates, the Pass-Through Rate for such Class of Certificates
or such Component and (y) in the case of the Class A-4D Component, Class B
Certificates, Class C Certificates, Class D Certificates and Class E-3
Component, the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule XVI attached hereto and (2) the
Pass-Through Rate for such Class of Certificates or Components; and

          (I) for any Distribution Date occurring after March, 2012, 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
September, 2005 and the related Interest Accrual Period, interest equal to the
product of (i) one-twelfth of a per annum rate equal to the weighted average of
the Class X-2 Strip Rates for Class A-1B Component, Class A-1C Component, Class
A-2A Component, Class A-2B Component, Class A-2C Component, Class A-2D
Component, Class A-3 Certificates, Class A-4A Component, Class A-4B Component,
Class A-4C Component, Class A-4D Component, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-1 Component, Class E-2 Component,
Class E-3 Component, Class F-1 Component, Class F-2 Component, Class G-1
Component, Class G-2 Component, Class H-1 Component, Class H-2 Component, Class
J Certificates, Class K-1 Component, Class K-2 Component, Class L Certificates,
Class M-1 Component, Class M-2


                                      -23-

<PAGE>

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

          (C) with respect to any Distribution Date occurring after September,
2006 and on or before the Distribution Date in September, 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 A-2B Component, Class
A-2C Component, Class A-2D Component, Class A-3 Certificates, Class A-4A
Component, Class A-4B Component, Class A-4C Component, Class A-4D Component,
Class B Certificates, Class C Certificates, Class D Certificates, Class E-1
Component, Class E-2 Component, Class E-3 Component, Class F-1 Component, Class
F-2 Component, Class G-1 Component, Class G-2 Component, Class H-1 Component,
Class H-2 Component, Class J Certificates and Class K-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 September,
2007 and on or before the Distribution Date in September, 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 A-2C Component, Class
A-2D Component, Class A-3 Certificates, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class A-4D Component, Class B Certificates,
Class C Certificates, Class D Certificates, Class E-1 Component, Class E-2
Component, Class E-3 Component, Class F-1 Component, Class F-2 Component, Class
G-1 Component, Class G-2 Component and Class H-2 Component, weighted on the
basis of the respective Certificate Balances of such Classes of Certificates or
such Component immediately prior to such Distribution Date and (ii) the Class
X-2 Notional Amount for such Distribution Date;

          (E) with respect to any Distribution Date occurring after September,
2008 and on or before the Distribution Date in September, 2009 and the related
Interest Accrual Period, interest equal to the product of (i) one-twelfth of a
per annum rate equal to the weighted average of the Class A-2D Component, Class
A-3 Certificates, Class A-4A Component, Class A-4B Component, Class A-4C
Component, Class A-4D Component, Class B Certificates, Class C


                                      -24-

<PAGE>

Certificates, Class D Certificates, Class E-1 Component, Class E-2 Component,
Class E-3 Component, Class F-1 Component, Class F-2 Component and Class G-2
Component, weighted on the basis of the respective Certificate Balances of such
Classes of Certificates or such Component immediately prior to such Distribution
Date and (ii) the Class X-2 Notional Amount for such Distribution Date;

          (F) with respect to any Distribution Date occurring after September,
2009 and on or before the Distribution Date in September, 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-4B Component, Class
A-4C Component, Class A-4D Component, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-1 Component, Class E-2 Component,
Class E-3 Component and Class F-2 Component, weighted on the basis of the
respective Certificate Balances of such Classes of Certificates or such
Component immediately prior to such Distribution Date and (ii) the Class X-2
Notional Amount for such Distribution Date;

          (G) with respect to any Distribution Date occurring after September,
2010 and on or before the Distribution Date in September, 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-4C Component, Class
A-4D Component, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-2 Component and Class E-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;

          (H) with respect to any Distribution Date occurring after September,
2011 and on or before the Distribution Date in March, 2012 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-4D Component, Class
B Certificates, Class C Certificates, Class D Certificates and Class E-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.

          "Class X-2 Notional Amount" means,

          (A) with respect to any Distribution Date occurring on or before the
Distribution Date in September, 2005, the aggregate of the Certificate Balances
of the Class A-1B Component, Class A-1C Component, Class A-2A Component, Class
A-2B Component, Class A-2C Component, Class A-2D Component, Class A-3
Certificates, Class A-4A Component, Class A-4B Component, Class A-4C Component,
Class A-4D Component, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-1 Component, Class E-2 Component, Class E-3 Component,
Class F-1 Component, Class F-2 Component, Class G-1 Component, Class G-2
Component, Class H-1 Component, Class H-2 Component, Class J Certificates, Class
K-1 Component, Class K-2 Component, Class L Certificates, Class M-1 Component,
Class M-2 Component and Class N Certificates as of the close of business on the
preceding Distribution Date,


                                      -25-

<PAGE>

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

          (C) with respect to any Distribution Date after the Distribution Date
in September, 2006 and on or before the Distribution Date in September, 2007,
the aggregate of the Certificate Balances of the Class A-2B Component, Class
A-2C Component, Class A-2D Component, Class A-3 Certificates, Class A-4A
Component, Class A-4B Component, Class A-4C Component, Class A-4D Component,
Class B Certificates, Class C Certificates, Class D Certificates, Class E-1
Component, Class E-2 Component, Class E-3 Component, Class F-1 Component, Class
F-2 Component, Class G-1 Component, Class G-2 Component, Class H-1 Component,
Class H-2 Component, Class J Certificates and Class K-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 September, 2007 and on or before the Distribution Date in September, 2008,
the aggregate of the Certificate Balances of the Class A-2C Component, Class
A-2D Component, Class A-3 Certificates, Class A-4A Component, Class A-4B
Component, Class A-4C Component, Class A-4D Component, Class B Certificates,
Class C Certificates, Class D Certificates, Class E-1 Component, Class E-2
Component, Class E-3 Component, Class F-1 Component, Class F-2 Component, Class
G-1 Component, Class G-2 Component and Class H-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 September, 2008 and on or before the Distribution Date in September, 2009,
the aggregate of the Certificate Balances of the Class A-2D Component, Class A-3
Certificates, Class A-4A Component, Class A-4B Component, Class A-4C Component,
Class A-4D Component, Class B Certificates, Class C Certificates, Class D
Certificates, Class E-1 Component, Class E-2 Component, Class E-3 Component,
Class F-1 Component, Class F-2 Component and Class G-2 Component as of the close
of business on the preceding Distribution Date,

          (F) with respect to any Distribution Date after the Distribution Date
in September, 2009 and on or before the Distribution Date in September, 2010,
the aggregate of the Certificate Balances of the Class A-4B Component, Class
A-4C Component, Class A-4D Component, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-1 Component, Class E-2 Component,
Class E-3 Component and Class F-2 Component as of the close of business on the
preceding Distribution Date,

          (G) with respect to any Distribution Date after the Distribution Date
in September, 2010 and on or before the Distribution Date in September, 2011,
the aggregate of the Certificate Balances of the Class A-4C Component, Class
A-4D Component, Class B


                                      -26-

<PAGE>

Certificates, Class C Certificates, Class D Certificates, Class E-2 Component
and Class E-3 Component as of the close of business on the preceding
Distribution Date,

          (H) with respect to any Distribution Date after the Distribution Date
in September, 2011 and on or before the Distribution Date in March, 2012, the
aggregate of the Certificate Balances of the Class A-4D Component, Class B
Certificates, Class C Certificates, Class D Certificates and Class E-3 Component
as of the close of business on the preceding Distribution Date, and

          (I) with respect to any Distribution Date occurring after the
Distribution Date in Mach, 2012, zero.

          "Class X-2 Strip Rate" means,

          (A) for any Distribution Date occurring on or before September, 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 September, 2005 and on
or before September, 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 September, 2006 and on
or before September, 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 September, 2007 and on
or before September, 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 September, 2008 and on
or before September, 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;


                                      -27-

<PAGE>

          (F) for any Distribution Date occurring after September, 2009 and on
or before September, 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 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 September, 2010 and on
or before September, 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;

          (H) for any Distribution Date occurring after September, 2011 and on
or before March, 2012, with respect to those components of the Class X-2
Notional Amount outstanding immediately prior to the related Distribution Date,
the excess, if any, of (x) the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule XVI attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over (y)
the Pass-Through Rate for such Class of Certificates or Component; and

          (I) for any Distribution Date occurring after March, 2112, 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 Bank" means Clearstream Bank, societe anonyme.

          "Closing Date" means March 2, 2004.

          "CMSA" means the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers, the
placement agent and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the majority certificateholder of the Controlling Class.


                                      -28-

<PAGE>

          "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).

          "Compensating Interest" means with respect to any Distribution Date,
an amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of the Mortgage Loans other than the Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such Mortgage Loans (but not including any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan) or (y) to the extent that the
Master Servicer did not apply the proceeds thereof in accordance with the terms
of the related Mortgage Loan documents, involuntary Principal Prepayments during
the related Collection Period over (ii) the aggregate of Prepayment Interest
Excesses resulting from Principal Prepayments on the Mortgage Loans (but not
including any B Note, Non-Serviced Companion Mortgage Loan or Serviced Companion
Mortgage Loan) during the same Collection Period and (B) the aggregate of 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 B Note,
Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage Loan), plus
any investment income earned on the amount prepaid prior to such Distribution
Date.

          "Component" means any of the Class A-1A Component, the Class A-1B
Component, the Class A-1C Component, the Class A-2A Component, the Class A-2B
Component, the Class A-2C Component, the Class A-2D Component, the Class A-4A
Component, the Class A-4B Component, the Class A-4C Component, the Class A-4D
Component, the Class E-1 Component, the Class E-2 Component, the Class E-3
Component, the Class F-1 Component, the Class F-2 Component, the Class G-1
Component, the Class G-2 Component, the Class H-1 Component, the Class H-2
Component, the Class K-1 Component, the Class K-2 Component, the Class M-1
Component and the Class M-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


                                      -29-

<PAGE>

restoration, preservation or repair of such Mortgaged Property or released to
the related Mortgagor in accordance with the terms of the Mortgage Loan and (if
applicable) its related B Note or Serviced Companion Mortgage Loan. With respect
to the Mortgaged Property securing any Non-Serviced Mortgage Loan or
Non-Serviced Companion Mortgage Loan, only the portion of such amounts payable
to the holder of the related Non-Serviced Mortgage Loan shall be included in
Condemnation Proceeds, and with respect to the Mortgaged Property securing any
Loan Pair or A/B Mortgage Loan, only the portion of such amounts payable to the
holder of the Serviced Pari Passu Mortgage Loan or the A Note, as applicable,
shall be included in Condemnation Proceeds.

          "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 S
Certificates.

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

          "Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at 135 South LaSalle Street, Suite 1625,
Chicago, IL 60603, Attention: Asset-Backed Securities Trust Services Group--
Morgan Stanley Capital I Inc. Series 2004-HQ3 and the office of the Certificate
Registrar is presently located at 135 South LaSalle Street, Suite 1625, Chicago,
IL 60603, Attention: Asset-Backed Securities Trust Services Group-- Morgan
Stanley Capital I Inc. Series 2004-HQ3, 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 and the Special Servicer.

          "Corresponding REMIC I Regular Interest" means with respect to each
Majority Mortgage Loan and the International Plaza Pari Passu Loan REMIC Regular
Interest, 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 (or in the case of the International Plaza Pari
Passu Loan REMIC Regular Interest, an initial principal amount (the initial
"Certificate Balance") equal to the Certificate Balance of the International
Plaza Pari Passu Loan REMIC Regular Interest).

          "Corresponding REMIC II Regular Interest" means (i) with respect to
each Class of Certificates other than the Class A-1 Certificates, Class A-2
Certificates, Class A-4 Certificates, Class E Certificates, Class F
Certificates, Class G Certificates, Class H Certificates, Class K Certificates
and Class M 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 and REMIC II Regular
Interest A-1C, (iii) with respect to the Class A-2 Certificates, the REMIC II
Regular Interest A-2A, the REMIC II Regular Interest A-2B, the REMIC II Regular
Interest A-2C and the REMIC II Regular Interest A-2D,


                                      -30-

<PAGE>

(iv) with respect to the Class A-4 Certificates, the REMIC II Regular Interest
A-4A, the REMIC II Regular Interest A-4B, the REMIC II Regular Interest A-4C and
REMIC II Regular Interest A-4D, (v) with respect to the Class E Certificates,
the REMIC II Regular Interest E-1, the REMIC II Regular Interest E-2 and the
REMIC II Regular Interest E-3, (vi) with respect to the Class F Certificates,
the REMIC II Regular Interest F-1 and the REMIC II Regular Interest F-2, (vii)
with respect to the Class G Certificates, the REMIC II Regular Interest G-1 and
the REMIC II Regular Interest G-2, (viii) with respect to the Class H
Certificates, the REMIC II Regular Interest H-1 and the REMIC II Regular
Interest H-2, (ix) with respect to the Class K Certificates, the REMIC II
Regular Interest K-1 and the REMIC II Regular Interest K-2 and (x) with respect
to the Class M Certificates, the REMIC II Regular Interest M-1 and the REMIC II
Regular Interest M-2.

          "Crossed Mortgage Loan" has the meaning set forth in Section 2.3(a).

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

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

          "Cut-Off Date" means the end of business on March 1, 2004. The Cut-Off
Date for any Mortgage Loan that has a Due Date on a date other than the first
day of each month shall be the end of business on March 1, 2004, and Scheduled
Payments due in March 2004 with respect to Mortgage Loans not having Due Dates
on the first of each month have been deemed received on March 1, 2004, not the
actual day on which such Scheduled Payments were due.

          "Debt Service Coverage Ratio" means, with respect to any Mortgage
Loan, as of any date of determination and for any period, the amount calculated
for such date of determination in accordance with the procedures set forth in
Exhibit T.

          "Debt Service Reduction Amount" means, with respect to a Due Date and
the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan, a Serviced Companion Mortgage Loan or a 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 Serviced Companion
Mortgage Loan that is in default under the terms of the applicable Mortgage Loan
documentation and for which any applicable grace period has expired.

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


                                      -31-

<PAGE>

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

          "Defective Mortgage Loan" has the meaning set forth in Section 2.3(a).

          "Deficient Valuation" means, with respect to any Mortgage Loan (other
than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Mortgage Loan
and any Loan Pair, a valuation by a court of competent jurisdiction of the
Mortgaged Property (or, with respect to a Non-Serviced Mortgage Loan or a
Serviced Pari Passu Mortgage Loan, the pro rata portion of the valuation
allocable to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage
Loan, as applicable) 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 or a Serviced Pari Passu Mortgage 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 Serviced Pari Passu Mortgage
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
Serviced Pari Passu Mortgage Loan, as applicable, under the related
Intercreditor Agreement or Loan Pair Intercreditor Agreement, as applicable.

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

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

          "Depositor" means Morgan Stanley 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 Trustee and the Depository.

          "Determination Date" means, with respect to any Distribution Date, the
earlier of (i) the 9th day of the month in which such Distribution Date occurs
or, if such day is not a Business Day, the immediately preceding Business Day,
and (ii) the 4th Business Day prior to the related Distribution Date, commencing
April 7, 2004.


                                      -32-

<PAGE>

          "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 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


                                      -33-

<PAGE>

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 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 April 13,
2004.

          "Due Date" means, with respect to a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note, the date on which a Scheduled Payment is
due.

          "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "A-1" by S&P and "P-1" by Moody's, 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 "Aa2" by Moody's, 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 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 "P-1" in the case of Moody's, if the deposits are
to be held in the account for 30 days or less, or (B) long-term unsecured debt
obligations are rated at least "AA-" (or "A" (without regard to any plus or
minus), if the short-term unsecured debt obligations are rated at least "A-1")
in the case of S&P and at least "Aa3" in the case of Moody's, 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


                                      -34-

<PAGE>

or trust company (including the Trustee, the Master Servicer, the Special
Servicer or any Affiliate of the Master Servicer, the Special Servicer 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 "Prime-1" by Moody's and "A-1+" by S&P or
the long-term unsecured debt obligations of such depository institution or trust
company have been assigned a rating by each Rating Agency at least equal "Aa2"
by Moody's and "AA-" by S&P or its equivalent or, in each case, if not rated by
a Rating Agency, then such Rating Agency has issued a Rating Agency
Confirmation;

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

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

               (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance thereof) rated
"Prime-1" by Moody's and "A-1+" by S&P (or for which Rating Agency Confirmation
is obtained with respect to such ratings);

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

               (vii) guaranteed reinvestment agreements maturing within 365 days
or less issued by any bank, insurance company or other corporation whose
long-term unsecured debt rating is not less than "Aa2" by Moody's and "AA-" by
S&P, 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 Trustee 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 Moody's, 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


                                      -35-

<PAGE>

               (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 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 Section 860G(a)(5) of the Code;

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 Section 860G(a)(5) of the Code; and provided,
further, that any such instrument shall have a maturity date no later than the
date such instrument is required to be used to satisfy the obligations under
this Agreement, and, in any event, shall not have a maturity in excess of one
year; any such instrument must have a predetermined fixed dollar of principal
due at maturity that cannot vary or change; if rated, the obligation must not
have an "r" highlighter affixed to its rating; interest on any variable rate
instrument shall be tied to a single interest rate index plus a single fixed
spread (if any) and move proportionally with that index; and provided, further,
that no amount beneficially owned by any REMIC Pool (including any amounts
collected by the Master Servicer but not yet deposited in the Certificate
Account) may be invested in investments treated as equity interests for Federal
income tax purposes. No Eligible Investments shall be purchased at a price in
excess of par. For the purpose of this definition, units of investment funds
(including money market funds) shall be deemed to mature daily.

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

          "Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions, now or hereafter in effect, relating to health or the
environment or to emissions, discharges or releases of chemical substances,
including, without limitation, any and all pollutants, contaminants, petroleum
or petroleum products, asbestos or asbestos-containing materials,
polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial,
toxic or hazardous substances or wastes, into the environment, including,
without limitation, ambient air, surface water, ground water or land, or
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.


                                      -36-

<PAGE>

          "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.

          "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.

          "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.

          "Excess Liquidation Proceeds" means, with respect to any Mortgage
Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would have been received if a Principal
Prepayment in full had been made with respect to such Mortgage Loan (or, in the
case of an REO Property related to an A/B Mortgage Loan, a Principal Prepayment
in full had been made with respect to both the related A Note and B Note, or, in
the case of an REO Property related to a Loan Pair, a Principal Prepayment in
full had been made with respect to both the Serviced Pari Passu Mortgage Loan
and the Serviced Companion Mortgage Loan) on the date such proceeds were
received plus accrued and unpaid interest with respect to such Mortgage Loan and
any and all expenses (including Additional Trust Expenses) with respect to such
Mortgage Loan.

          "Excess Servicing Fee" means, with respect to the Mortgage Loans or
the Serviced Companion Mortgage Loans for which an "excess servicing fee rate"
is designated on the Mortgage Loan Schedule, the monthly fee payable to Wells
Fargo Bank, National Association or its successors and assigns, as holder of
excess servicing rights, which fee shall accrue on the Scheduled Principal
Balance of each such Mortgage Loan immediately prior to the Due Date occurring
in each month at the per annum rate (determined in the same manner as the
applicable Mortgage Rate for such Mortgage Loan is determined for such month)
specified on the Mortgage Loan Schedule (the "Excess Servicing Fee Rate"). The
holder of excess servicing


                                      -37-

<PAGE>

rights is entitled to Excess Servicing Fees only with respect to the Mortgage
Loans or Serviced Companion 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, B Note or Serviced Companion Mortgage Loan by the Master
Servicer in consultation with the Operating Adviser, or by the Special Servicer
in the case of a Specially Serviced Mortgage Loan (including a Mortgage Loan, a
Serviced Companion Mortgage Loan or a B Note that became an REO Property), in
each case, in its good faith discretion, consistent with the Servicing Standard,
that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
Purchase Proceeds and other payments or recoveries that the Master Servicer or
the Special Servicer, as the case may be, expects to be finally recoverable on
such Mortgage Loan, Serviced Companion Mortgage 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 Specially Serviced Mortgage
Loan upon making such determination. The Master Servicer shall notify the
Trustee of such determination and the Trustee shall deliver a copy of such
notice to each Rating Agency.


                                      -38-

<PAGE>

          "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.

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

          "Four Seasons-Los Angeles at Beverly Hills Loan" means the Mortgage
Loan designated as Mortgage Loan No. 17 on the Mortgage Loan Schedule.

          "Four Seasons-Los Angeles at Beverly Hills Property" has the meaning
set forth in Section 12.6.

          "Four Seasons-Los Angeles at Beverly Hills Senior Fee Mortgage Loan"
has the meaning set forth in Section 12.6.

          "GIC Office Portfolio B Note" means, with respect to the GIC Office
Portfolio Pari Passu Loan, the GIC Office Portfolio B Note, which is a
subordinated mortgage note that is not included in the Trust and is not serviced
hereunder.

          "GIC Office Portfolio Companion Loan" means, collectively, the notes
secured by the GIC Office Portfolio Pari Passu Mortgage on a pari passu basis
with the GIC Office Portfolio Pari Passu Loan and which are not included in the
Trust. No GIC Office Portfolio Companion Loan is a "Mortgage Loan." One of the
GIC Office Portfolio Companion Loans is included in a trust fund created in
connection with the issuance of the LB-UBS Trust 2004-C1, Commercial Mortgage
Pass-Through Certificates, Series 2004-C1 and one of the GIC Office Portfolio
Companion Loans is included in a trust fund created in connection with the
issuance of the Morgan Stanley Capital I Trust 2004-TOP13, Commercial Mortgage
Pass-Through Certificates, Series 2004-TOP13.

          "GIC Office Portfolio Loan Group" means, collectively, the GIC Office
Portfolio Pari Passu Loan, the GIC Office Portfolio Companion Loan and the GIC
Office Portfolio B Note.

          "GIC Office Portfolio Pari Passu Loan" means the Mortgage Loan
designated as Mortgage Loan Nos. 2-13 on the Mortgage Loan Schedule and which is
secured on a pari passu basis with the GIC Office Portfolio Companion Loans
secured by the related Mortgaged Property pursuant to the GIC Office Portfolio
Pari Passu Mortgage. The GIC Office Portfolio Pari Passu Loan is a "Mortgage
Loan."

          "GIC Office Portfolio Pari Passu Mortgage" means the Mortgage securing
the GIC Office Portfolio Companion Loan and the GIC Office Portfolio Pari Passu
Loan and any other note secured by the related Mortgaged Property.


                                      -39-

<PAGE>

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

          "Greenwich 2003-C2 Depositor" means the "depositor" under the
Greenwich 2003-C2 Pooling and Servicing Agreement, which as of the date hereof
is Greenwich Capital Commercial Funding Corp.

          "Greenwich 2003-C2 Fiscal Agent" means the "fiscal agent" under the
Greenwich 2003-C2 Pooling and Servicing Agreement, which as of the date hereof
is ABN AMRO Bank N.V.

          "Greenwich 2003-C2 Master Servicer" means the "master servicer" under
the Greenwich 2003-C2 Pooling and Servicing Agreement, which as of the date
hereof is Wachovia Bank, National Association.

          "Greenwich 2003-C2 Pooling and Servicing Agreement" means the pooling
and servicing agreement dated as of December 23, 2003 by and between the
Greenwich 2003-C2 Depositor, the Greenwich 2003-C2 Master Servicer, the
Greenwich 2003-C2 Special Servicer, the Greenwich 2003-C2 Trustee and the
Greenwich 2003-C2 Fiscal Agent, pursuant to which the Greenwich 2003-C2 Trust
issued its Commercial Mortgage Pass-Through Certificates, Series 2003-C2.

          "Greenwich 2003-C2 Special Servicer" means the "special servicer"
under the Greenwich 2003-C2 Pooling and Servicing Agreement, which as of the
date hereof is Lennar Partners, Inc.

          "Greenwich 2003-C2 Trust" means the trust established pursuant to the
Greenwich 2003-C2 Pooling and Servicing Agreement.

          "Greenwich 2003-C2 Trustee" means the "trustee" under the Greenwich
2003-C2 Pooling and Servicing Agreement, which as of the date hereof is LaSalle
Bank National Association.

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

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

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


                                      -40-

<PAGE>

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

          "Initial Certification" has the meaning set forth in Section 2.2.

          "Initial Deposit" means the amount of all collections made on the
Mortgage Loans from the Cut-Off Date to and excluding the 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 Serviced Companion
Mortgage Loan, the related B Note or the Servicing Standard. With respect to the
Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced
Companion Mortgage Loan, only the portion of such amounts


                                      -41-

<PAGE>

payable to the holder of the related Non-Serviced Mortgage Loan shall be
included in Insurance Proceeds, and with respect to the Mortgaged Property
securing any Loan Pair or A/B Mortgage Loan, only the portion of such amounts
payable to the holder of the Serviced Pari Passu Mortgage Loan or the A Note, as
applicable, shall be included in Insurance Proceeds.

          "Intercreditor Agreement" means, with respect to an A/B Mortgage Loan,
the related intercreditor agreement by and between the holder of the related A
Note and the holder of the related B Note relating to the relative rights of
such holders of the respective A Note and B Note, as the same may be further
amended from time to time in accordance with the terms thereof.

          "Interest" means a International Plaza Pari Passu Loan REMIC Interest,
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.

          "International Plaza Companion Loan" means the notes secured by the
International Plaza Pari Passu Mortgage on a pari passu basis with the
International Plaza Pari Passu Loan and which is not included in the Trust. The
International Plaza Companion Loan is not a "Mortgage Loan."

          "International Plaza Pari Passu Loan" means the Mortgage Loan
designated as Mortgage Loan No. 22 on the Mortgage Loan Schedule and which is
secured on a pari passu basis with the International Plaza Companion Loan and
with any other note secured by the related Mortgaged Property pursuant to the
International Plaza Pari Passu Mortgage. The International Plaza Pari Passu Loan
is a "Mortgage Loan."

          "International Plaza Pari Passu Loan REMIC" means the segregated pool
of assets consisting of the International Plaza Pari Passu Loan and all proceeds
thereof for which a REMIC declaration has been made.


                                      -42-

<PAGE>

          "International Plaza Pari Passu Loan REMIC Interests" mean
collectively, the International Plaza Pari Passu Loan REMIC Regular Interest and
the International Plaza Pari Passu Loan REMIC Residual Interest.

          "International Plaza Pari Passu Loan REMIC Net Mortgage Rate" means,
with respect to any Distribution Date, as to the International Plaza Pari Passu
Loan REMIC Regular Interest, a rate per annum equal to the annualized rate that,
when applied to the Principal Balance of the International Plaza Pari Passu 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 (a) the Mortgage Rate of the International Plaza Pari
Passu Loan (without taking into account 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 (b) the Administrative Cost
Rate, and assuming an interest accrual basis that is the same as the actual
interest accrual basis of the International Plaza Pari Passu Loan, provided that
(i) the International Plaza Pari Passu Loan REMIC 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 relating to such Mortgage Loan and (ii) the International Plaza Pari
Passu Loan REMIC Net Mortgage Rate for the loan accrual period relating to the
Due Date in March in any year shall be determined taking into account the
addition of any amounts withdrawn from the Interest Reserve Account.

          "International Plaza Pari Passu Loan REMIC Regular Interest" means,
the uncertificated interest designated as the "regular interest" in the
International Plaza Pari Passu Loan REMIC, which shall consist of, an interest
having an initial Certificate Balance equal to the Cut-Off Date Scheduled
Principal Balance of the International Plaza Pari Passu Loan (or, if applicable,
the deemed Scheduled Principal Balance of any successor REO Loan), and which has
a Pass-Through Rate equal to the International Plaza Pari Passu Loan REMIC Net
Mortgage Rate. Payments and other collections of amounts received on or in
respect to the International Plaza Pari Passu Loan (or any related REO Property)
shall be deemed distributable on the International Plaza Pari Passu Loan REMIC
Regular Interest.

          "International Plaza Pari Passu Loan REMIC Residual Interest" means
the sole class of "residual interest," within the meaning of Code Section
860G(a)(2), in the International Plaza Pari Passu Loan REMIC. The International
Plaza Pari Passu Loan REMIC Residual Interest is represented by the Class R-IP
Certificates.

          "International Plaza Pari Passu Mortgage" means the Mortgage securing
the International Plaza Companion Loan and the International Plaza Pari Passu
Loan and any other note secured by the related Mortgaged Property.

          "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, Serviced
Companion Mortgage Loan or B Note, all amounts received during any Collection
Period,


                                      -43-

<PAGE>

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, Serviced Companion Mortgage
Loan or the related B Note in connection with a late payment made by such
Mortgagor. References in this Agreement to Late Fees and default interest in
respect of any Loan Pair or in respect of any Non-Serviced Mortgage Loan and its
related Non-Serviced Companion Mortgage Loan shall mean only the portion thereof
that is received by the Trust in accordance with the applicable Loan Pair
Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement.

          "LB-UBS 2004-C1 Depositor" means the "depositor" under the LB-UBS
2004-C1 Pooling and Servicing Agreement, which as of the date hereof is
Structured Asset Securities Corporation II.

          "LB-UBS 2004-C1 Fiscal Agent" means the "fiscal agent" under the
LB-UBS 2004-C1 Pooling and Servicing Agreement, which as of the date hereof is
ABN AMRO Bank N.V.

          "LB-UBS 2004-C1 Master Servicer" means the "master servicer" under the
LB-UBS 2004-C1 Pooling and Servicing Agreement, which as of the date hereof is
Wachovia Bank, National Association.

          "LB-UBS 2004-C1 Pooling and Servicing Agreement" means the pooling and
servicing agreement by and between the LB-UBS 2004-C1 Depositor, the LB-UBS
2004-C1 Master Servicer, the LB-UBS 2004-C1 Special Servicer, the LB-UBS 2004-C1
Trustee and the LB-UBS 2004-C1 Fiscal Agent, pursuant to which the LB-UBS
2004-C1 Trust issues its Commercial Mortgage Pass-Through Certificates, Series
2004-C1.

          "LB-UBS 2004-C1 Special Servicer" means the "special servicer" under
the LB-UBS 2004-C1 Pooling and Servicing Agreement, which as of the date hereof
is Lennar Partners, Inc.

          "LB-UBS 2004-C1 Trust" means the trust to be established pursuant to
the LB-UBS 2004-C1 Pooling and Servicing Agreement.

          "LB-UBS 2004-C1 Trustee" means the "trustee" under the LB-UBS 2004-C1
Pooling and Servicing Agreement, which as of the date hereof is LaSalle Bank
National Association.

          "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 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


                                      -44-

<PAGE>

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 (other than Liquidation Proceeds
received in connection with any Non-Serviced Mortgage Loan) for distribution to
the Certificateholders and the holders of any Serviced Companion Mortgage Loans
and B Notes; provided, however, that (i) in the case of a final disposition
consisting of the repurchase of a Mortgage Loan or REO Property by the Seller
pursuant to Section 2.3, such fee will only be paid by such Seller if
repurchased after the date that is 180 days after the Seller receives notice of
the breach or defect causing the repurchase and (ii) in the case of an A/B
Mortgage Loan, such fee will not be payable if the holder of the related B Note
exercises its option to purchase the A Note pursuant to the Intercreditor
Agreement; provided, that this clause (ii) shall not be applicable if the holder
of the related B Note has exercised its right to cure three consecutive monetary
defaults under the Intercreditor Agreement and a monetary default occurs in the
following month.

          "Liquidation Proceeds" means proceeds from the sale or liquidation of
a Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note or related REO
Property, net of Liquidation Expenses and any related Advances and interest
thereon (to the extent not otherwise paid pursuant to Section 4.6(c)) and with
respect to the sale or liquidation of any REO Property related to the
Non-Serviced Mortgage Loans and the Non-Serviced Companion Mortgage Loans, any
portion of such amounts allocable to the applicable Non-Serviced Mortgage Loan.

          "Liquidation Realized Loss" means, with respect to each Mortgage Loan
or REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash Liquidation or REO
Disposition, plus (B) unpaid interest and interest accrued thereon at the
applicable Mortgage Rate, plus (C) any expenses (including Additional Trust
Expenses) incurred in connection with such Mortgage Loan that have been paid or
are payable or reimbursable to any Person, other than amounts included in the
definition of "Liquidation Expenses" and amounts previously treated as Expense
Losses attributable to principal (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, any Loan Pair Intercreditor Agreement or Non-Serviced
Mortgage Loan Intercreditor Agreement to be payable or reimbursable to any
holder of a B Note, a Serviced Companion Mortgage Loan or a Non-Serviced
Companion Mortgage Loan. REO Income, Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds shall be applied first against any Additional Trust
Expenses (to the extent not included in the definition of "Liquidation
Expenses") for such Mortgage Loan, then against 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.


                                      -45-

<PAGE>

          "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the related
Serviced Companion Mortgage 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 Serviced Pari Passu Mortgage Loan and the related Serviced Companion
Mortgage 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 any Non-Serviced Mortgage Loan or Loan Pair, the
allocable portion thereof.

          "Lock-Box Account" has the meaning set forth in Section 8.3(g).

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

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

          "Luxembourg Paying Agent" has the meaning set forth in Section 7.18.

          "Luxembourg Transfer Agent" has the meaning set forth in Section 7.18.

          "MAI" means Member of the Appraisal Institute.

          "Majority Mortgage Loan" shall mean any Mortgage Loan other than the
International Plaza Pari Passu Loan.

          "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; provided,
however, that for purposes of distributions by the Greenwich 2003-C2 Master
Servicer to the Master Servicer on behalf of the Trust with respect to the Wells
Fargo Tower Pari Passu Loan (and for no other


                                      -46-

<PAGE>

purpose hereunder), the Master Servicer Remittance Date shall be the master
servicer remittance date under the Greenwich 2003-C2 Pooling and Servicing
Agreement.

          "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 Trustee containing such information regarding the Mortgage Loans as will
permit the Trustee 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
Trustee and the Depositor may from time to time mutually agree.

          "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan, Serviced Companion Mortgage Loan and B Note (including REO
Mortgage Loans and Defeasance Loans) but not as to any Non-Serviced Mortgage
Loan (as to which there is no Master Servicing Fee payable to the Master
Servicer under this Trust), 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,
Serviced Companion Mortgage Loan or B Note for such month) multiplied by the
Scheduled Principal Balance of such Mortgage Loan, Serviced Companion Mortgage
Loan or B Note immediately before the Due Date occurring in such month, subject
to reduction in respect of Compensating Interest, as set forth in Section
8.10(c).

          "Master Servicing Fee Rate" means, with respect to each Mortgage Loan
(other than any Non-Serviced Mortgage Loan), Serviced Companion Mortgage Loan
and B Note (including any Mortgage Loan relating to an REO Property), the rate
per annum specified as such on the Mortgage Loan Schedule. With respect to a
Non-Serviced Mortgage Loan, no Master Servicing Fee Rate is charged by the
Master Servicer, but the Pari Passu Loan Servicing Fee Rate is charged by the
applicable Non-Serviced Mortgage Loan Master Servicer pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          "Material Breach" has the meaning set forth in Section 2.3(a).

          "Material Document Defect" has the meaning set forth in Section
2.3(a).

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

          "Modification Fee" means a fee, if any, collected from a Mortgagor by
the Master Servicer in connection with a modification of any Mortgage Loan,
Serviced Companion Mortgage 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.


                                      -47-

<PAGE>

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

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

          "Monthly Additional Report on Recoveries and Reimbursements" means
with respect to each Collection Period, a report prepared by the Master
Servicer, in a format reasonably acceptable to the Special Servicer, the Trustee
and the Certificate Registrar, that identifies the following with respect to
such Collection Period, in all cases both on a loan-by-loan basis and in the
aggregate:

               (a) the amount of any Advance (and accrued and unpaid Advance
     Interest thereon) that became a Workout-Delayed Reimbursement Amount during
     such Collection Period;

               (b)(i) the amount of any Workout-Delayed Reimbursement Amount
     that was reimbursed to the Master Servicer, the Special Servicer, the
     Trustee or the Fiscal Agent during such Collection Period, (ii) the extent
     to which any reimbursement of a Workout-Delayed Reimbursement Amount made
     during such Collection Period was made from principal collections on the
     related Mortgage Loan received during the Collection Period as contemplated
     by subsection (iii) of Section 5.2(a)(II), (iii) the extent to which any
     reimbursement of a Workout-Delayed Reimbursement Amount made during such
     Collection Period was made from principal collections on the remainder of
     the Mortgage Loans received during such Collection Period as contemplated
     by subsection (iii) of Section 5.2(a)(II) and (iv) the amount of any
     related Unliquidated Advances;

               (c) the amount of any Unliquidated Advances recovered from the
     related Mortgagor or otherwise from the proceeds of the related Mortgage
     Loan or REO Property on behalf of the Trust during the current Collection
     Period;

               (d)(i) the amount of any Unliquidated Advance that became a
     Nonrecoverable Advance in the current Collection Period, and (ii) the
     amount of any Workout-Delayed Reimbursement Amount that arose in a prior
     Collection Period, was not reimbursed to the Master Servicer, the Special
     Servicer, the Trustee or the Fiscal Agent in the current or a prior
     Collection Period (and therefore had not become an Unliquidated Advance)
     but which has became a Nonrecoverable Advance in the current Collection
     Period;


                                      -48-

<PAGE>

               (e) the amount of any Advance (and accrued and unpaid Advance
     Interest thereon), other than an amount described in clause (d) above, that
     became a Nonrecoverable Advance during such Collection Period;

               (f)(i) the amount of any Nonrecoverable Advance (and accrued and
     unpaid Advance Interest thereon) that was reimbursed to the Master
     Servicer, the Special Servicer, the Trustee or the Fiscal Agent during the
     current Collection Period, and (ii) the extent (if any) to which any
     reimbursement of a Nonrecoverable Advance (and accrued and unpaid Advance
     Interest thereon) was made from principal collections on the Mortgage Loans
     received during such Collection Period as contemplated by subsection (iv)
     of Section 5.2(a)(II);

               (g)(i) the amount of any Advance reimbursed to the Master
     Servicer, the Special Servicer, the Trustee or the Fiscal Agent as a
     Nonrecoverable Advance in a prior Collection Period but recovered from the
     related Mortgagor or otherwise from the proceeds of the related Mortgage
     Loan or REO Property on behalf of the Trust during the current Collection
     Period (notwithstanding that it was previously determined to constitute a
     Nonrecoverable Advance) and (ii) the extent to which any such amount is an
     amount described by clause (I)(C) of the definition of Principal
     Distribution Amount; and

               (h) a reconciliation of Advance Interest accrued on any
     Workout-Delayed Reimbursement Amount or any Nonrecoverable Advance, any
     Late Fees and default interest collected during the related Collection
     Period and the amount of Late Fees and default interest that were applied
     to pay such Advance Interest.

          The preparation of each Monthly Additional Report on Recoveries and
Reimbursements shall constitute a responsibility of the Master Servicer and
shall not constitute a responsibility of any other party. Each Loan Periodic
Update File prepared by the Master Servicer shall be accompanied by a Monthly
Additional Report on Recoveries and Reimbursements. Notwithstanding anything in
this Agreement that suggests otherwise, the Master Servicer shall not be
required to deliver a Monthly Additional Report on Recoveries and Reimbursements
(and no Loan Periodic Update File need be accompanied by any such report) with
respect to any Collection Period for which all of the entries in the report
would be "zero" or "not applicable."

          "Monthly Certificateholders Report" means a report provided pursuant
to Section 5.4 by the Trustee 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


                                      -49-

<PAGE>

Balance of the related Mortgage Loan as of the date of acquisition of the REO
Property and the Scheduled Principal Balance thereof; (vi) as of the related
Determination Date (A) as to any REO Property sold during the related Collection
Period, the date of the related determination by the Special Servicer that it
has recovered all payments which it expects to be finally recoverable and the
amount of the proceeds of such sale deposited into the Certificate Account, and
(B) the aggregate amount of other revenues collected by the Special Servicer
with respect to each REO Property during the related Collection Period and
credited to the Certificate Account, in each case identifying such REO Property
by the loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Special Servicing Fee, the Excess Servicing Fees and
the fees paid to the applicable Non-Serviced Mortgage Loan Master Servicer and
the Non-Serviced Mortgage Loan Special Servicer solely as such fees relate to
the Non-Serviced Mortgage Loans; (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 the aggregate amount of Servicing Advances and P&I Advances made by
the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced
Mortgage Loan Special Servicer in respect of the Non-Serviced Mortgage Loans and
(xiii) the amount of any Appraisal Reductions effected during the related
Collection Period on a loan-by-loan basis and the total Appraisal Reductions in
effect as of such Distribution Date (and in the case of the Non-Serviced
Mortgage Loans, the amount of any appraisal reductions effected under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement). In the case
of information furnished pursuant to subclauses (i), (ii) and (xi) above, the
amounts shall be expressed in the aggregate and as a dollar amount per $1,000 of
original principal amount of the Certificates for all Certificates of each
applicable Class.

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

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

          "Mortgage File" means the mortgage documents listed below:

          (i) the original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-HQ3, 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


                                      -50-

<PAGE>

title insurance company or escrow company to be a true copy thereof; provided
that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 45th day following the Closing Date because of a
delay caused by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage has been lost,
the Depositor shall deliver or cause to be delivered to the Trustee a true and
correct copy of such Mortgage, together with (A) in the case of a delay caused
by the public recording office, an Officer's Certificate of the Seller stating
that such original Mortgage has been sent to the appropriate public recording
official for recordation or (B) in the case of an original Mortgage that has
been lost after recordation, a certification by the appropriate county recording
office where such Mortgage is recorded that such copy is a true and complete
copy of the original recorded Mortgage;

          (iii) the originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (which are reflected in the Mortgage Loan
Schedule), or if such original modification, consolidation and extension
agreements have been delivered to the appropriate recording office for
recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been
lost after recordation, true copies of such modifications, consolidations and
extensions certified by the Seller together with (A) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original modification, consolidation or extension agreement
has been dispatched or sent to the appropriate public recording official for
recordation or (B) in the case of an original modification, consolidation or
extension agreement that has been lost after recordation, a certification by the
appropriate county recording office where such document is recorded that such
copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption
agreements, if any;

          (iv) an original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of record in
blank or in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-HQ3;"

          (v) originals of all intervening assignments of Mortgage, if any, with
evidence of recording thereon or, if such original assignments of Mortgage have
been delivered to the appropriate recorder's office for recordation, certified
true copies of such assignments of Mortgage certified by the Seller, or in the
case of an original blanket intervening assignment of Mortgage retained by the
Seller, a copy thereof certified by the Seller or, if any original intervening
assignment of Mortgage has not yet been returned on or prior to the 45th day
following the Closing Date from the applicable recording office or has been
lost, a true and correct copy thereof, together with (A) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original intervening assignment of Mortgage has been sent to
the appropriate public recording official for recordation or (B) in the case of
an original intervening assignment of Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such assignment is recorded that such copy is a true and complete copy of the
original recorded intervening assignment of Mortgage;


                                      -51-

<PAGE>

          (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording,
together with (A) an original of each assignment of such Assignment of Leases
with evidence of recording thereon and showing a complete recorded chain of
assignment from the named assignee to the holder of record, and if any such
assignment of such Assignment of Leases has not been returned from the
applicable public recording office, a copy of such assignment certified by the
Seller to be a true and complete copy of the original assignment submitted for
recording, and (B) an original assignment of such Assignment of Leases, in
recordable form, signed by the holder of record in favor of "LaSalle Bank
National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2004-HQ3," 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;

          (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, any Intercreditor
Agreement, any Non-Serviced Mortgage Loan Intercreditor Agreement and any Loan
Pair Intercreditor Agreement, and a copy (that is, not the original) of the
mortgage note evidencing the related Serviced Companion Mortgage Loan and B
Note) 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 Master Servicer, and applied, drawn, reduced or released in
accordance with documents evidencing or securing the applicable Mortgage Loan
and this Agreement or (B) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be held
by the Master Servicer on behalf of the Trustee, with a copy to be held by the
Trustee, and applied, drawn, reduced or released in accordance with documents
evidencing or securing the applicable Mortgage Loan, and this Agreement (it
being understood that the Seller has agreed (a) that the proceeds of such letter
of credit belong to the Trust, (b) to notify, on or before the Closing Date, the
bank issuing


                                      -52-

<PAGE>

the letter of credit that the letter of credit and the proceeds thereof belong
to the Trust, and to use reasonable efforts to obtain within 30 days (but in any
event to obtain within 90 days) following the Closing Date, an acknowledgement
thereof by the bank (with a copy of such acknowledgement to be sent to the
Trustee) and (c) to indemnify the Trust for any liabilities, charges, costs,
fees or other expenses accruing from the failure of the Seller to assign the
letter of credit hereunder). In the case of clause (B) above, the Master
Servicer acknowledges that any letter of credit held by it shall be held in its
capacity as agent of the Trust, and if the Master Servicer sells its rights to
service the applicable Mortgage Loan, the Master Servicer will assign the
applicable letter of credit to the Trust or at the direction of the Special
Servicer (with respect to any Specially Serviced Mortgage Loan) to such party as
the Special Servicer may instruct, in each case, at the expense of the Master
Servicer. The Master Servicer shall indemnify the Trust for any loss caused by
the ineffectiveness of such assignment;

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

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

          (xv) any Environmental Insurance Policy;

          (xvi) any affidavit and indemnification agreement; and

          (xvii) with respect to any Non-Serviced Mortgage Loan, a copy of the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          With respect to any Non-Serviced Mortgage Loan, the preceding document
delivery requirements will be met by the delivery by the Depositor of copies of
the documents specified above (other than the Mortgage Notes (and all
intervening endorsements) respectively evidencing such Non-Serviced Mortgage
Loan with respect to which the originals shall be required), including a copy of
such Non-Serviced Mortgage Loan Mortgage.

          "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, provided that the term "Mortgage Loan" shall
include any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall not
include any Non-Serviced Companion Mortgage Loan) but with respect to (i) any
A/B Mortgage Loan, shall include the A Note (and shall not include the related B
Note) and (ii) any Loan Pair, shall include the Serviced Pari Passu Mortgage
Loan (but shall not include the related Serviced Companion Mortgage Loan).

          "Mortgage Loan Purchase Agreement" means that certain Mortgage Loan
Purchase Agreement between MSMC and the Depositor dated as of February 20, 2004
with respect to the MSMC Loans, a form of which is attached hereto as Exhibit K.

          "Mortgage Loan Schedule" or "Loan Schedule" means the schedule
attached hereto as Schedule I, which identifies each MSMC Loan as such schedule
may be amended from time to time pursuant to Section 2.3.


                                      -53-

<PAGE>

          "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, Serviced Companion
Mortgage Loan or B Note, the per annum rate at which interest accrues on such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note.

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

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

          "Mortgagor" means the obligor on a Mortgage Note.

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

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

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

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

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

          "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 Moody's or S&P.


                                      -54-

<PAGE>

          "Nonrecoverable Advance" means any of the following: (i) any Pari
Passu Loan Nonrecoverable Advance (including interest accrued thereon at the
Advance Rate) and (ii) the portion of any Advance (including interest accrued
thereon at the Advance Rate) or Unliquidated Advance (not including interest
thereon) 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, taking into account 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 Serviced Companion Mortgage Loan (and taking into consideration any
Crossed Mortgage Loans) (in the case of Servicing Advances) or B Note (in the
case of Servicing Advances) or REO Property (in the case of P&I Advances and
Servicing Advances), as evidenced by an Officer's Certificate delivered pursuant
to Section 4.4. Such Officer's Certificate shall be delivered to the Trustee
(upon which the Trustee may conclusively rely) or to the Depositor (if the
Trustee or the Fiscal Agent is delivering such Officer's Certificate) and (in
either case) to the Special Servicer in the time periods as specified in Section
4.4 and shall include the information and reports set forth in Section 4.4.
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 Serviced Companion Mortgage Loan, the holder of such B
Note or Serviced Companion Mortgage Loan, as applicable, and may, in all cases,
be relied on by the Trustee and the Fiscal Agent; provided, however, that the
Special Servicer may, at its option, make a determination in accordance with the
Servicing Standard that any P&I Advance or Servicing Advance, if made, would be
a Nonrecoverable Advance and shall deliver to the Master Servicer and the
Trustee notice of such determination. Absent bad faith, any such determination
shall be conclusive and binding on the Certificateholders, the Master Servicer,
the Trustee and the Fiscal Agent. Absent bad faith, and pursuant to Section 4.1A
of this Agreement, any determination as to the recoverability of any advance
made with respect to any Non-Serviced Mortgage Loan by the Master Servicer or
any Other Master Servicer shall be conclusive and binding on the
Certificateholders and may, in all cases, be relied on by the Trustee, the
Fiscal Agent and the Master Servicer. In making any nonrecoverability
determination as described above, the relevant party shall be entitled (i) to
consider (among other things) the obligations of the Mortgagor under the terms
of the Mortgage Loan as it may have been modified, (ii) to consider (among other
things) the related Mortgaged Properties in their "as is" then-current
conditions and occupancies and such party's assumptions (consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer)
regarding the possibility and effects of future adverse change with respect to
such Mortgaged Properties, (iii) to estimate and consider, consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer
(among other things), future expenses and (iv) to estimate and consider,
consistent with the Servicing Standard (among other things), the timing of
recovery to such party. In addition, the relevant party may, consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer,
update or change its nonrecoverability determinations at any time in accordance
with the terms hereof and may, consistent with the Servicing Standard in the
case of the Master Servicer or the Special Servicer, obtain from the Special
Servicer any analysis, appraisals or other information in the possession of the
Special Servicer for such purposes.


                                      -55-

<PAGE>

          "Non-Registered Certificate" means unless and until registered under
the Securities Act, any Class X, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S or Residual Certificate.

          "Non-Serviced Companion Mortgage Loan" means the GIC Office Portfolio
Companion Loan, the International Plaza Companion Loan and the Wells Fargo Tower
Companion Loan.

          "Non-Serviced Mortgage Loan" means the GIC Office Portfolio Pari Passu
Loan, the International Plaza Pari Passu Loan and the Wells Fargo Tower Pari
Passu Loan.

          "Non-Serviced Mortgage Loan Fiscal Agent" means the applicable "fiscal
agent" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.

          "Non-Serviced Mortgage Loan Intercreditor Agreement" means, (i) with
respect to Mortgage Loan Nos. 2-13, that certain co-lender agreement, dated
December 10, 2003, by and between the holders of the GIC Office Portfolio Pari
Passu Loan, the GIC Office Portfolio Companion Loan and the holders of the
related subordinated note relating to the relative rights of such holders, as
the same may be amended from time to time in accordance with the terms thereof,
(ii) with respect to Mortgage Loan No. 22, that certain co-lender agreement,
dated July 9, 2003, by and between the holders of the International Plaza Pari
Passu Loan and the International Plaza Companion Loan, as the same may be
amended from time to time in accordance with the terms thereof and (iii) with
respect to Mortgage Loan No. 16, that certain co-lender agreement, dated
December 18, 2003, by and between the holders of the Wells Fargo Tower Pari
Passu Loan and the Wells Fargo Tower Companion Loan, as the same may be amended
from time to time in accordance with the terms thereof.

          "Non-Serviced Mortgage Loan Master Servicer" means the applicable
"master servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

          "Non-Serviced Mortgage Loan Mortgage" means the GIC Office Portfolio
Pari Passu Mortgage, the International Plaza Pari Passu Mortgage and the Wells
Fargo Tower Pari Passu Mortgage, as applicable.

          "Non-Serviced Mortgage Loan Pooling and Servicing Agreement" means the
LB-UBS 2004-C1 Pooling and Servicing Agreement, the Greenwich 2003-C2 Pooling
and Servicing Agreement and the XLF-2003 Pooling and Servicing Agreement, as
applicable.

          "Non-Serviced Mortgage Loan Special Servicer" means the applicable
"special servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

          "Non-Serviced Mortgage Loan Trustee" means the applicable "trustee"
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          "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


                                      -56-

<PAGE>

Notional Amount as of such date of determination and (iv) with respect to any
Class X-2 Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-2 Notional Amount as of such date of determination.

          "Officer's Certificate" means (v) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (w) in
the case of the Master Servicer and the Special Servicer, any of the officers
referred to above or an 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, and
(y) in the case of the Seller, a certificate signed by one or more of the
Chairman of the Board, any Vice Chairman, any Managing Director or Director, the
President, or any Executive Vice President, any Senior Vice President, Vice
President, Second Vice President or Assistant Vice President.

          "Operating Adviser" shall mean the Person elected to serve as the
Operating Adviser pursuant to Section 9.37(a).

          "Opinion of Counsel" means a written opinion of counsel addressed to
the Trustee, reasonably acceptable in form and substance to the Trustee, 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, is Independent outside counsel
knowledgeable of the issues occurring in the practice of securitization with
respect to any such opinion of counsel concerning the taxation, or status as a
REMIC for tax purposes, of the Trust or any REMIC Pool.

          "Option Purchase Price" has the meaning set forth in Section 9.36(b)
hereof.

          "Other Advance Report Date" means with respect to a Non-Serviced
Companion Mortgage Loan or a Serviced Companion Mortgage Loan, as applicable,
which has been deposited into a commercial mortgage securitization trust, the
date under the related Other Companion Loan Pooling and Servicing Agreement that
the related Other Master Servicer is required (pursuant to the terms thereof) to
make a determination as to whether it will make a P&I Advance as required under
such Other Companion Loan Pooling and Servicing Agreement.

          "Other Companion Loan Pooling and Servicing Agreement" means the
LB-UBS 2004-C1 Pooling and Servicing Agreement, the Greenwich 2003-C2 Pooling
and Servicing Agreement, the XLF-2003 Pooling and Servicing Agreement or any
other pooling and servicing agreement relating to a Non-Serviced Companion
Mortgage Loan or a Serviced Companion Mortgage Loan that creates a commercial
mortgage securitization trust, as applicable.

          "Other Master Servicer" means the Greenwich 2003-C2 Master Servicer,
the LB-UBS 2004-C1 Master Servicer, XLF-2003 Master Servicer or any other master
servicer under an Other Companion Loan Pooling and Servicing Agreement relating
to a Non-Serviced Companion Mortgage Loan or a Serviced Companion Mortgage Loan,
as applicable.

          "Other Operating Adviser" has the meaning set forth in Section 9.4(d)
hereof.


                                      -57-

<PAGE>

          "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 or
Specially Serviced Mortgage Loan (other than the Wells Fargo Tower Pari Passu
Loan (except under the circumstances set forth in Section 4.3(d)), a Serviced
Companion Mortgage Loan or 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 Mortgage Loan that is a Balloon
Mortgage Loan (including any REO Property as to which the related Mortgage Loan
provided for a Balloon Payment) as to which a Balloon Payment was due during or
prior to the related Collection Period but was delinquent, in whole or in part,
as of the related Determination Date, an amount equal to the excess, if any, of
the Assumed Scheduled Payment for such Balloon Mortgage Loan for the related
Collection Period, over any Late Collections received in respect of such Balloon
Payment during such Collection Period; and (iii) with respect to each REO
Property, an amount equal to the excess, if any, of the Assumed Scheduled
Payment for the Mortgage Loan related to such REO Property during the related
Collection Period, over remittances of REO Income to the Master Servicer by the
Special Servicer, reduced by any amounts required to be paid as taxes on such
REO Income (including taxes imposed pursuant to Section 860G(c) of the Code);
provided, however, that the interest portion of any Scheduled Payment or Assumed
Scheduled Payment shall be advanced at a per annum rate equal to the sum of the
REMIC I Net Mortgage Rate or International Plaza Pari Passu Loan REMIC Net
Mortgage Rate, as applicable, relating to such Mortgage Loan or such 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 and the Excess Servicing Fee; and provided, further, that
the Scheduled Payment or Assumed Scheduled Payment for any Mortgage Loan which
has been modified shall be calculated based on its terms as modified and
provided, further, that the interest component of any P&I Advance with respect
to a Mortgage Loan as to which there has been an Appraisal Reduction shall be an
amount equal to the product of (i) the amount of interest required to be
advanced without giving effect to this proviso and (ii) a fraction, the
numerator of which is the Principal Balance of such Mortgage Loan as of the
immediately preceding Determination Date less any Appraisal Reduction applicable
to such Mortgage Loan (or, in the case of a Non-Serviced Mortgage Loan or a
Serviced Pari Passu Mortgage Loan, the portion thereof allocable (based upon
their respective Principal Balances) to such Non-Serviced Mortgage Loan or
Serviced Pari Passu Mortgage Loan under the related Intercreditor Agreement or
the related Loan Pair Intercreditor Agreement and Section 1.6 of this Agreement)
and the denominator of which is the Principal Balance of such Mortgage Loan as
of such Determination Date. All P&I Advances for any Mortgage Loans that have
been modified shall be calculated on the basis of their terms as modified.


                                      -58-

<PAGE>

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

          "Pari Passu Loan Nonrecoverable Advance" means any "Nonrecoverable
Servicing Advance" (as defined in the related Non-Serviced Mortgage Loan Pooling
and Servicing Agreement) made with respect to any Non-Serviced Mortgage Loan
pursuant to and in accordance with the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement; provided that if the applicable Non-Serviced
Mortgage Loan Master Servicer shall have made a "Servicing Advance" (as defined
in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in
the nature of an expenditure benefiting the related Mortgaged Property
generally, the portion thereof attributable to any Non-Serviced Mortgage Loan
shall be determined based on the outstanding balances of such Non-Serviced
Mortgage Loan and all the related pari passu loans secured by such Non-Serviced
Mortgage Loan Mortgage on a pari passu basis on the date such advance was made.

          "Pari Passu Loan Servicing Fee Rate" means the "Master Servicing Fee
Rate" and any other servicing fee rate (other than those payable to the
applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any
Non-Serviced Mortgage Loan as defined in the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement; provided, however, that the Pari Passu Loan
Servicing Fee Rate for purposes of any Non-Serviced Mortgage Loan as to which
such fee is calculated on a 30/360 basis shall be (a) the related "Master
Servicing Fee Rate" set forth in the Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, multiplied by (b) 30 divided by the actual number of days
in the loan accrual period with respect to such 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 the
International Plaza Pari Passu Loan REMIC Regular Interest, any Class of REMIC I
Regular Interests, REMIC II Regular Interests or REMIC Regular Certificates,
other than the Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class K Certificates, for the first Distribution Date, the
rate set forth in the Preliminary Statement hereto (subject to the calculations
set forth in the following sentence). For any Distribution Date occurring
thereafter (and with respect to the Class X, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J and Class K Certificates, for each
Distribution Date), the Pass-Through Rates for (i) the International Plaza Pari
Passu Loan REMIC Regular Interest is the International Plaza Pari Passu Loan
REMIC Net Mortgage Rate on the International Plaza Pari Passu Loan for such
Distribution Date, (ii) the REMIC I Regular Interests shall equal the REMIC I
Net Mortgage Rate on the related Mortgage Loan for such Distribution Date, (iii)
the REMIC II Regular Interests shall equal the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (iv) the Class A-1, Class A-2, Class
A-3, Class A-4, Class B, Class C, Class D, Class E and Class F Certificates, the
fixed rate corresponding to such Class set forth in the Preliminary Statement
hereto, (v) the Class G Certificates shall equal the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date less 0.84%, (vi) the Class H
Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date less 0.73%, (vii) the


                                      -59-

<PAGE>

Class J Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate
for such Distribution Date less 0.63%, (viii) the Class K Certificates shall
equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date
less 0.18%, (ix) the Class L, Class M, Class N, Class O, Class P, Class Q and
Class S Certificates shall equal the lesser of (A) 5.08% per annum and (B) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (x) 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 (xi) 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 and the
Class A-1C Component shall equal the Pass-Through Rate of the Class A-1
Certificates. The Pass-Through Rate for the Class A-2A Component, the Class A-2B
Component, the Class A-2C Component and the Class A-2D Component shall equal the
Pass-Through Rate of the Class A-2 Certificates. The Pass-Through Rate for the
Class A-4A Component, the Class A-4B Component, the Class A-4C Component and the
Class A-4D Component shall equal the Pass-Through Rate of the Class A-4
Certificates. The Pass-Through Rate for the Class E-1 Component, the Class E-2
Component and the Class E-3 Component shall equal the Pass-Through Rate of the
Class E Certificates. The Pass-Through Rate for the Class F-1 Component and the
Class F-2 Component shall equal the Pass-Through Rate of the Class F
Certificates. The Pass-Through Rate for the Class G-1 Component and the Class
G-2 Component shall equal the Pass-Through Rate of the Class G Certificates. The
Pass-Through Rate for the Class H-1 Component and the Class H-2 Component shall
equal the Pass-Through Rate of the Class H Certificates. The Pass-Through Rate
for the Class K-1 Component and the Class K-2 Component shall equal the
Pass-Through Rate of the Class K Certificates. The Pass-Through Rate for the
Class M-1 Component and the Class M-2 Component shall equal the Pass-Through
Rate of the Class M Certificates.

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

          "Performing Party" has the meaning set forth in Section 8.26(b).

          "Permitted Transferee" means any Transferee other than a Disqualified
Organization.

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

          "Phase I Environmental Report" means a report by an Independent Person
who regularly conducts environmental site assessments in accordance with then
current standards


                                      -60-

<PAGE>

imposed by institutional commercial mortgage lenders and who has a reasonable
amount of experience conducting such assessments.

          "Placement Agent" means Morgan Stanley & Co. Incorporated.

          "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. Section 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 Excess Servicing Fees, the Special
Servicing Fee, the Trustee Fee and the servicing fee and trustee fee payable in
connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced
Mortgage Loan), to the extent collected.

          "Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period
(including any shortfall resulting from such a payment during the grace period
relating to such Due Date). The amount of any Prepayment Interest Shortfall
shall equal the excess of (A) the aggregate amount of interest which would have
accrued on the Scheduled Principal Balance of such Mortgage Loan if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment
had not been made (net of the Master Servicing Fee, the Excess Servicing Fees,
the Special Servicing Fee, the Trustee Fee and the servicing fee payable in
connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced
Mortgage Loan)) 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,
Serviced Companion Mortgage 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, Serviced Companion Mortgage 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.


                                      -61-

<PAGE>

          "Principal Balance" means, with respect to any Mortgage Loan, Serviced
Companion Mortgage 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, Serviced Companion Mortgage Loan, B Note or the related REO
Mortgage Loan outstanding as of the Cut-Off Date after taking into account all
principal and interest payments made or due on or prior to the Cut-Off Date
(assuming, for any Mortgage Loan, Serviced Companion Mortgage Loan or B Note
with a Due Date in March 2004 that is not March 1, 2004, that principal and
interest payments for such month were paid on March 1, 2004), reduced (to not
less than zero) by (i) any payments or other collections of amounts allocable to
principal with respect to such Mortgage Loan, Serviced Companion Mortgage Loan,
B Note or any related REO Mortgage Loan that have been collected or received
during any preceding Collection Period, other than any Scheduled Payments due in
any subsequent Collection Period, and (ii) any Realized Principal Loss incurred
in respect of such Mortgage Loan or related REO Mortgage Loan during any related
Collection Period.

          "Principal Balance Certificates" means, collectively, the Class A-1,
Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificates.

          "Principal Distribution Amount" means, on any Distribution Date, the
amount equal to the excess, if any, of

          (I) the sum of:

          (A) the aggregate (without duplication) of the following:

          (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
Serviced Companion Mortgage Loan or B Note or its successor REO Mortgage Loan)
for their respective Due Dates occurring during the related Collection Period;
and

          (ii) all payments (including Principal Prepayments and the principal
portion of Balloon Payments but not in respect of any Serviced Companion
Mortgage 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 in accordance with Section 1.2 hereof;

          (B) the aggregate amount of any collections of principal received on
or in respect of the Mortgage Loans during the related Collection Period that,
in each case, represents a delinquent amount as to which an Advance had been
made, which Advance was previously reimbursed during the Collection Period for a
prior Distribution Date as part of a Workout-Delayed Reimbursement Amount for
which a deduction was made under clause (II)(A) below with respect to such
Distribution Date; and


                                      -62-

<PAGE>

          (C) the aggregate amount of any collections identified and applied by
the Master Servicer as recoveries of principal and received on or in respect of
the Mortgage Loans during the related Collection Period that, in each case,
represents a recovery of an amount previously determined (in a Collection Period
for a prior Distribution Date) to have been a Nonrecoverable Advance and for
which a deduction was made under clause (II)(B) below with respect to a prior
Distribution Date, and which are applied pursuant to Section 6.6(c)(i); over

          (II) the sum of:

          (A) the aggregate amount of Workout-Delayed Reimbursement Amounts (and
Advance Interest thereon) that was reimbursed or paid during the related
Collection Period to one or more of the Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent from amounts in the Collections Account
allocable to principal received with respect to the Mortgage Loans pursuant to
subsection (iii) of Section 5.2(a)(II); and

          (B) the aggregate amount of Nonrecoverable Advances (and Advance
Interest thereon) that was reimbursed or paid during the related Collection
Period to one or more of the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent during the related Collection Period from amounts in the
Collections Account allocable to principal received with respect to the Mortgage
Loans pursuant to subsection (iv) of Section 5.2(a)(II).

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

          "Private Placement Memorandum" means the Private Placement Memorandum
dated February 20, 2004, pursuant to which the Class X-1, Class X-2, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates will be offered for sale.

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

          "Purchase Price" means, with respect to the purchase by the Seller or
liquidation by the Special Servicer of (i) a Mortgage Loan or an REO Mortgage
Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage Loan
pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36 under
the circumstances described therein, a price equal to the sum of (A) 100% of the
unpaid Principal Balance of such Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan), plus (B) accrued but unpaid interest thereon
calculated at the Mortgage Rate to, but not including, the Due Date in the
Collection Period in which such purchase or liquidation occurs, plus (C) the
amount of any expenses related to such Mortgage Loan and any related Serviced
Companion Mortgage Loan, B Note or REO Property (including any Servicing
Advances and Advance Interest thereon (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 any related Serviced Companion Mortgage Loan or B
Note) related to such


                                      -63-

<PAGE>

Mortgage Loan and any related Serviced Companion Mortgage Loan or B Note, and
all Special Servicing Fees and Liquidation Fees paid with respect to the
Mortgage Loan and any related Serviced Companion Mortgage Loan or B Note) that
are reimbursable or payable to the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, any Non-Serviced Mortgage Loan Master Servicer or any
Non-Serviced Mortgage Loan Special Servicer, plus (D) if such Mortgage Loan or
REO Mortgage Loan is being repurchased or substituted for by the Seller pursuant
to the Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to
be incurred by the Master Servicer, the Special Servicer, the Depositor or the
Trustee in respect of the Material Breach or Material Document Defect giving
rise to the repurchase or substitution obligation (and that are not otherwise
included in (C) above).

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

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

          "Qualified Institutional Buyer" means a qualified institutional buyer
qualifying pursuant to Rule 144A.

          "Qualified Insurer" means, (i) with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note, an insurance company duly qualified
as such under the laws of the state in which the related Mortgaged Property is
located, duly authorized and licensed in such state to transact the applicable
insurance business and to write the insurance, but in no event rated lower than
"A2" by Moody's, if rated by Moody's or if not rated by Moody's, then Moody's
has issued a Rating Agency Confirmation and "A" by S&P if rated by S&P or if not
rated by S&P, then S&P has issued a Rating Agency Confirmation, and (ii) with
respect to the Servicer Errors and Omissions Insurance Policy or Servicer
Fidelity Bond an insurance company that has a claim paying ability no lower than
"A2" by Moody's if rated by Moody's, or if not rated by Moody's, then Moody's
has issued a Rating Agency Confirmation, and "A" by S&P if rated by S&P or if
not rated by S&P, then S&P has issued a Rating Agency Confirmation, or (iii) in
either case, a company not satisfying clause (i) or (ii) but with respect to
which a 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)


                                      -64-

<PAGE>

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 has received an Opinion of Counsel, at the
Seller's expense, that such Mortgage Loan is a "qualified replacement mortgage"
within the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage
Loan may have a Maturity Date after the date three years prior to the Rated
Final Distribution Date, and provided, further, that no such Mortgage Loan shall
be substituted for a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained, and provided, further that no such Mortgage Loan shall be substituted
for a Deleted Mortgage Loan unless the Operating Adviser shall have approved of
such substitution (provided, however, that such approval of the Operating
Adviser may not be unreasonably withheld). In the event that either one mortgage
loan is substituted for more than one Deleted Mortgage Loan or more than one
mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A)
the Principal Balance referred to in clause (i) above shall be determined on the
basis of aggregate Principal Balances and (B) the rates referred to in clause
(ii) above and the remaining term to stated maturity referred to in clause (iii)
above shall be determined on a weighted average basis (provided, that the REMIC
I Net Mortgage Rate and the International Plaza Pari Passu Loan REMIC Net
Mortgage Rate for any Qualifying Substitute Mortgage Loan may not be less than
the highest Pass-Through Rate of any outstanding Class of Certificates that is
not subject to a cap based on the Weighted Average REMIC I Net Mortgage Rate).
Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted
Mortgage Loan pursuant to this Agreement, the party effecting such substitution
shall certify that such Mortgage Loan meets all of the requirements of this
definition and shall send such certification to the Trustee, which shall deliver
a copy of such certification to the Special Servicer and the Operating Adviser
promptly, and in any event within five Business Days following the Trustee's
receipt of such certification.


                                      -65-

<PAGE>

          "Rated Final Distribution Date" means with respect to each rated Class
of Certificates, the Distribution Date in January 2041.

          "Rating Agencies" means Moody's and S&P.

          "Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating Agency as is
specified herein) that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade,
or qualification, as applicable, of the then-current rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency,
provided that with respect to any matter affecting any Serviced Companion
Mortgage Loan, such confirmation shall also refer to the nationally recognized
statistical rating organizations then rating the securities representing an
interest in such loan and such rating organizations' respective ratings of such
securities.

          "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 treated as Realized Interest
Losses pursuant to 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 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, (iv) in the case of an
Expense Loss, any such Expense Loss (other than Expense Losses resulting from
the payment of Special Servicing Fees) to the extent that such Expense Losses do
not exceed amounts collected in respect of the Mortgage Loans that were
identified as allocable to principal in the Collection Period in which such
Expense Losses were incurred, and any such excess shall be treated as a Realized
Interest Loss and (v) the amounts in respect thereof that are withdrawn from the
Certificate Account pursuant to Section 6.6(b)(i).

          "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, a Serviced Companion Mortgage Loan, a B Note or
REO Property following the period in which a Final Recovery Determination occurs
plus other amounts defined as "Recoveries" herein.


                                      -66-

<PAGE>

          "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, Serviced Companion Mortgage Loan or
B Note that was modified, based on the modified terms), or a complete defeasance
shall have occurred, (ii) no other Servicing Transfer Event has occurred and is
continuing (or with respect to determining whether a Required Appraisal Loan is
a Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other
Appraisal Event has occurred and is continuing) and (iii) the Trust has been
reimbursed for all costs incurred as a result of the occurrence of a Servicing
Transfer Event, such amounts constitute a Workout-Delayed Reimbursement Amount,
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 Serviced Pari Passu Mortgage Loan shall not constitute a
Rehabilitated Mortgage Loan unless its related Serviced Companion Mortgage Loan
would constitute a Rehabilitated Mortgage Loan. A Serviced Companion Mortgage
Loan shall not constitute a Rehabilitated Mortgage Loan unless its related
Serviced Pari Passu Mortgage Loan also would constitute a Rehabilitated Mortgage
Loan.

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

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

          "REMIC I" means the segregated pool of assets consisting of (i) the
Majority Mortgage Loans (other than any Excess Interest payable thereon), such
amounts with respect thereto as shall from time to time be held in the
Certificate Account, the Distribution Account (other than the portion thereof
constituting the Excess Interest Sub-account) and the Interest Reserve Account
(other than with respect to the International Plaza Pari Passu Loan), the
Insurance Policies (other than with respect to the International Plaza Pari
Passu Loan and other than the interests of the holder of any Serviced Companion
Mortgage Loan or B Note therein) and any REO Properties (other than with respect
to the International Plaza Pari Passu Loan and


                                      -67-

<PAGE>

other than the interests of the holder of any Serviced Companion Mortgage Loan
or B Note therein) and (ii) the International Plaza Pari Passu Loan REMIC
Regular Interest and collections thereon. 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. The Non-Serviced Companion Mortgage Loans
and any amounts payable thereon shall not constitute assets of the Trust or any
REMIC Pool. No B Note or any amounts payable thereon shall constitute an asset
of the Trust or any REMIC Pool. No Serviced Companion Mortgage Loan or any
amounts payable thereon shall constitute an asset of the Trust or any REMIC
Pool. The International Plaza Pari Passu Loan, collections thereon, and any
related REO Property acquired in respect thereof are held as assets of the
International Plaza Pari Passu Loan REMIC.

          "REMIC I Interests" means, collectively, the REMIC I Regular Interests
and the REMIC I Residual Interest.

          "REMIC I Net Mortgage Rate" means, with respect to any Distribution
Date, (I) as to any REMIC I Regular Interest, other than the REMIC I Regular
Interest corresponding to the International Plaza Pari Passu Loan REMIC Regular
Interest, a rate per annum equal to (a) with respect to any Majority 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 Majority 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 and (II) as
to the REMIC I Regular Interest corresponding to the International Plaza Pari
Passu Loan REMIC Regular Interest, the International Plaza Pari Passu Loan REMIC
Net Mortgage Rate.

          "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 I Residual Interest" means the sole class of "residual
interest," within the meaning of Code Section 860G(a)(2), in REMIC I. The REMIC
I Residual Interest shall be represented by the Class R-I Certificates.


                                      -68-

<PAGE>

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

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

          "REMIC II Regular Interest A-1A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance equal to $34,696,000, 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 $60,091,000, 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 $19,073,000, 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 $38,808,000, 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 $101,124,000, 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 $112,379,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-2D" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $67,439,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class A-3 Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-4A" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate


                                      -69-

<PAGE>

Balance equal to $17,367,000, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-4B" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $36,076,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-4C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $41,524,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest A-4D" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $452,183,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

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

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

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

          "REMIC II Regular Interest E-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $4,881,000, 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 $6,010,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest E-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 $8,984,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.


                                      -70-

<PAGE>

          "REMIC II Regular Interest F-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $5,284,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest F-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $7,966,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest G-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $4,384,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest G-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $12,178,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest H-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $811,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest H-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $15,751,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

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

          "REMIC II Regular Interest K-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 $12,547,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest K-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 $10,640,000, 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.


                                      -71-

<PAGE>

          "REMIC II Regular Interest M-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 $655,000, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest M-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 $5,970,000, 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 Interest P" 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 P Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest Q" 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 Q Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

          "REMIC II Regular Interest S" 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 S 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-2A, REMIC II Regular Interest A-2B, REMIC II Regular
Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest A-3,
REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular
Interest A-4C, REMIC II Regular Interest A-4D, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest E-3,
REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II Regular
Interest G-1, REMIC II Regular Interest G-2, REMIC II Regular Interest H-1,
REMIC II Regular Interest H-2, REMIC II Regular Interest J, REMIC II Regular
Interest K-1, REMIC II Regular Interest K-2, REMIC II Regular Interest L, REMIC
II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
Interest N, REMIC II Regular Interest O, REMIC II Regular Interest P, REMIC II
Regular Interest Q and REMIC II Regular Interest S.


                                      -72-

<PAGE>

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

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

          "REMIC III Regular Interests" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class X-1 Certificates (each Class X-1 Certificate representing
multiple "regular interests" in REMIC III), Class X-2 Certificates (each Class
X-2 Certificate representing multiple "regular interests" in REMIC III), Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates, Class O Certificates, Class P Certificates, Class Q
Certificates and Class S Certificates. References to REMIC III Regular Interests
will, with respect to the Class S Certificates, be considered to refer to the
Class S REMIC Interest that is a "regular interest" in REMIC III, where
appropriate.

          "REMIC Pool" means each of the three segregated pools of assets
designated as a REMIC pursuant to Section 12.1(a) hereof and the International
Plaza Pari Passu Loan REMIC.

          "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, Class O, Class P, Class Q and Class
S 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,


                                      -73-

<PAGE>

with respect to an REO Property that had been security for an A/B Mortgage Loan
or Loan Pair, the portion of the amounts described above received with respect
to such REO Property and allocable to the related A Note or Serviced Pari Passu
Mortgage Loan, as applicable, pursuant to the related Intercreditor Agreement or
Loan Pair Intercreditor Agreement, as applicable. With respect to any
Non-Serviced Mortgage Loan (if the applicable Non-Serviced Mortgage Loan Special
Servicer has foreclosed upon the Mortgaged Property secured by such Non-Serviced
Mortgage Loan Mortgage), the REO Income shall comprise only such portion of the
foregoing that is allocable to the holder of such Non-Serviced Mortgage Loan,
and with respect to the Mortgaged Property securing any Loan Pair or A/B
Mortgage Loan, only the portion of such amounts allocable to the holder of the
Serviced Pari Passu Mortgage and the A Note shall be included in REO Income.

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

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

          "Report Date" means the third Business Day before the related
Distribution Date.

          "Repurchased Loan" has the meaning set forth in Section 2.3(a).

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

          "Required Appraisal Loan" means any Mortgage Loan, 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
Trustee in accordance with the provisions of Section 5.3, which shall be an
Eligible Account.

          "Residual Certificates" means, with respect to the International Plaza
Pari Passu Loan REMIC, the Class R-IP Certificates; 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, each with specific responsibilities for the matters
contemplated by this Agreement and when used with respect to any successor
Trustee or Fiscal 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 or Fiscal Agent.


                                      -74-

<PAGE>

          "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, a CMSA Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a CMSA Watch List, (v) a Property File, (vi) without
duplication with Section 8.14, a Financial File and (vii) a CMSA Special
Servicer Loan File.

          "Reverse Sequential Order" means sequentially to the Class S, Class Q,
Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G,
Class F, Class E, Class D, Class C, Class B and finally to the Class X and Class
A Certificates, on a pro rata basis, as described herein.

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

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

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

          "Sarbanes-Oxley Certification" has the meaning set forth in Section
8.26(b).

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

          "Scheduled Principal Balance" means, with respect to any Mortgage
Loan, Serviced Companion Mortgage Loan, Loan Pair, 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, Serviced Companion
Mortgage Loan, Loan Pair, B Note or REO Mortgage Loan.

          "Seller" means MSMC.

          "Senior Certificates" means the Class A and Class X Certificates.


                                      -75-

<PAGE>

          "Serviced Companion Mortgage Loan" means the Alamo Quarry Market &
Quarry Crossing Companion Loan. Any Serviced Companion Mortgage Loan is not a
"Mortgage Loan."

          "Serviced Companion Mortgage Loan Custodial Account" means each of the
custodial sub-account(s) of the Certificate Account (but which are not included
in the Trust) created and maintained by the Master Servicer pursuant to Section
5.1(c) on behalf of the holder of the related Serviced Companion Mortgage Loan.
Any such sub-account(s) shall be maintained as a sub-account of an Eligible
Account.

          "Serviced Pari Passu Mortgage" means the Mortgage securing a Serviced
Pari Passu Mortgage Loan and its related Serviced Companion Mortgage Loan
secured by the related Mortgaged Property.

          "Serviced Pari Passu Mortgage Loan" means the Alamo Quarry Market &
Quarry Crossing Pari Passu Loan. Any Serviced Pari Passu Mortgage Loan is a
"Mortgage Loan."

          "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 or the
Fiscal 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 or the Fiscal 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 or the Fiscal
Agent's, as the case may be, directors, officers or employees and is maintained
in accordance with Section 8.2, Section 9.2 and Section 7.17, respectively.

          "Servicer Mortgage File" means copies of the mortgage documents listed
in the definition of "Mortgage File" relating to a Mortgage Loan and shall also
include, to the extent required to be (and actually) delivered to the Seller
pursuant to the applicable Mortgage Loan documents, copies of the following
items: the Mortgage Note, any Mortgage, the Assignment of Leases and the
Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement,
any insurance policies or certificates (as applicable), any property inspection
reports, any financial statements on the property, any escrow analysis, any tax
bills, any Appraisal, any environmental report, any engineering report, any
asset summary, financial information on the Mortgagor/sponsor and any
guarantors, any letters of credit, any intercreditor agreement and any
Environmental Insurance Policies.

          "Servicing Advance" means any cost or expense of the Master Servicer,
the 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 Serviced Companion
Mortgage Loan or B Note.


                                      -76-

<PAGE>

          "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 Serviced Companion Mortgage 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 Serviced Companion Mortgage Loan and B Note but not any
Non-Serviced Mortgage Loan) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (and in the case of any Serviced
Companion Mortgage Loan or B Note, the related holder of the Serviced Companion
Mortgage 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 Serviced Companion Mortgage Loan
and any B Note (and, in the case of any Loan Pair or any A Note and B Note, the
related Loan Pair Intercreditor Agreement or the related Intercreditor
Agreement, as applicable) and, to the extent consistent with the foregoing,
further as follows:

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

          (b) with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans, any Serviced Companion Mortgage
Loan and any B Note or, if a Mortgage Loan, any Serviced Companion Mortgage Loan
or any B Note comes into and continues in default and if, in the good faith and
reasonable judgment of the Special Servicer, no satisfactory arrangements can be
made for the collection of the delinquent payments, the maximization of the
recovery on such Mortgage Loan to the Certificateholders (as a collective whole)
(or in the case of any A/B Mortgage Loan and its related B Note 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
Serviced Companion Mortgage 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
a rate, taking into account the related REMIC I Net Mortgage Rate, in the case
of the Mortgage Loans (other than any A Note or Serviced Pari Passu Mortgage
Loan) or the weighted average of the mortgage rates on the related A Note and B
Note and the risk of collection, in the case of any A/B Mortgage Loan, and on
the related Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage
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 any Non-Serviced Companion
Mortgage Loan, Serviced Companion Mortgage Loan, B Note or any mezzanine loan
related to a Mortgage Loan 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


                                      -77-

<PAGE>

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, Serviced Companion Mortgage Loan or B
Note as to which a Balloon Payment is past due; provided, however, that pursuant
to the first sentence of Section 8.18(a)(ii), the Master Servicer shall have the
right (without any Person's consent) to extend the Maturity Date of any Balloon
Mortgage Loan for not more than 60 days beyond the original Maturity Date if the
Borrower has obtained a written commitment for refinancing of the Mortgage Loan
or purchase of the related Mortgaged Property and provided, further, that (a)
the Master Servicer (with the consent of the Special Servicer, after the Special
Servicer's consultation with the Operating Adviser) and the Special Servicer, in
the circumstances set forth in the third and fifth sentences of Section
8.18(a)(ii), shall have the authority to otherwise extend the maturity date of
any Balloon Mortgage Loan and, in the case of such an extension, a Servicing
Transfer Event shall not occur with respect to such Balloon Mortgage Loan and
(b) if the Mortgagor makes the Assumed Scheduled Payments with respect to such
Balloon Mortgage Loan and the Master Servicer or the Special Servicer, as
applicable, is considering an extension pursuant to Section 8.18(a)(ii), a
Servicing Transfer Event shall not occur as a result of such default unless and
until such Balloon Payment remains past due for a period of 30 days and such
Balloon Mortgage Loan has not been extended pursuant to Section 8.18(a)(ii);
(ii) any Mortgage Loan, Serviced Companion Mortgage Loan or B Note as to which
any other payment of principal and/or interest 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; (iii) any Mortgage Loan, Serviced Companion Mortgage Loan or B
Note as to which, to the Master Servicer's knowledge, the Mortgagor has
consented to the appointment of a receiver or conservator in any insolvency or
similar proceeding of, or relating to, such Mortgagor or to all or substantially
all of its property, or the Mortgagor has become the subject of a decree or
order issued under a bankruptcy, insolvency or similar law and such decree or
order shall have remained undischarged or unstayed for a period of 30 days; (iv)
any Mortgage Loan, Serviced Companion Mortgage Loan or B Note as to which the
Master Servicer shall have received notice of the foreclosure or proposed
foreclosure of any other lien on the Mortgaged Property; (v) any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note as to which the Master Servicer or
the Special 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 or the Special Servicer (with the
consent of the Operating Adviser) materially and adversely affects the interests
of the Certificateholders or the holder of any related Serviced Companion
Mortgage 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); (vi) any Mortgage Loan, Serviced Companion Mortgage Loan
or B Note as to which the Mortgagor admits in writing its inability to pay its
debts generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors or voluntarily suspends payment of its obligations;
(vii) any Mortgage Loan, Serviced Companion Mortgage Loan or B Note as to which,
in the good faith reasonable judgment of the Master Servicer or the Special
Servicer (with the consent of the Operating Adviser), (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 or the
Special Servicer


                                      -78-

<PAGE>

(with the consent of the Operating Adviser), is reasonably likely to materially
and adversely affect the interests of the Certificateholders or the holder of
any related Serviced Companion Mortgage Loan or B Note (as the case may be); and
(viii) with respect to any A/B Mortgage Loan, if the holder of the B Note
chooses not to cure a monetary default that is permitted to be cured under the
related Intercreditor Agreement, the Business Day following the expiration of
the Cure Period (as defined in the related 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 Mortgage Loan shall be transferred to
the Special Servicer on the Business Day following the expiration of the Cure
Period (as defined in the related Intercreditor Agreement) of the holder of the
B Note if the holder of the B Note does not cure the current monetary default or
(2) if the holder of the B Note has exercised its right to cure three
consecutive monetary defaults and a monetary default occurs in the following
month, then servicing of such Mortgage Loan shall be transferred to the Special
Servicer at the expiration of the Mortgagor's grace period for the current
monetary default. If the event is based on a determination by the Special
Servicer, then the Servicing Transfer Event shall be subject to the Master
Servicer's receipt of notice of such determination and the consent of the
Operating Adviser to such determination. If a Servicing Transfer Event occurs
with respect to an A Note, it shall be deemed to have occurred also with respect
to its related B Note. If a Servicing Transfer Event occurs with respect to a B
Note, it shall be deemed to have occurred also with respect to its related A
Note. However, if a Servicing Transfer Event has not occurred with respect to an
A Note solely due to the holder of the related B Note exercising its cure rights
under the related Intercreditor Agreement, then a Servicing Transfer Event will
not occur with respect to such B Note. If a Servicing Transfer Event occurs with
respect to any Serviced Pari Passu Mortgage Loan, it shall be deemed to have
occurred also with respect to the related Serviced Companion Mortgage Loan. If a
Servicing Transfer Event occurs with respect to any Serviced Companion Mortgage
Loan, it shall be deemed to have occurred also with respect to the related
Serviced Pari Passu Mortgage Loan. Under the applicable Non-Serviced Mortgage
Loan Pooling and Servicing Agreement, if a Servicing Transfer Event occurs with
respect to any Non-Serviced Companion Mortgage Loan, it shall be deemed to have
occurred also with respect to the related Non-Serviced Mortgage 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


                                      -79-

<PAGE>

all partners or members, as applicable, and that such documents may not be
amended with respect to the Single-Purpose Entity requirements.

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

          "Special Servicing Fee Rate" means 0.25% per annum.

          "Special Servicing Officer" means any officer or employee of the
Special Servicer involved in, or responsible for, the administration and
servicing of the Specially Serviced Mortgage Loans whose name and specimen
signature appear on a list of servicing officers or employees furnished to the
Trustee 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 (other than any Non-Serviced Mortgage Loan),
Serviced Companion Mortgage 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, Serviced Companion
Mortgage Loan or B Note as reasonably requested by the Special Servicer to
enable it to assume its duties with respect to such Mortgage Loan, Serviced
Companion Mortgage Loan or B Note. A Specially Serviced Mortgage Loan shall
cease to be a Specially Serviced Mortgage Loan from and after the date on which
the Special Servicer notifies the Master Servicer, the Operating Adviser 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 Serviced
Companion Mortgage 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 Serviced Pari Passu Mortgage
Loan (or Serviced Companion Mortgage Loan) that is or was a Specially Serviced
Mortgage Loan, its related Serviced Companion Mortgage Loan (or Serviced


                                      -80-

<PAGE>

Pari Passu Mortgage 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 and the Trustee, in accordance with Section 8.1(b)
that another Servicing Transfer Event with respect to such Mortgage Loan,
Serviced Companion Mortgage Loan or B Note exists or occurs.

          "Standard Hazard Insurance Policy" means a fire and casualty extended
coverage insurance policy in such amount and with such coverage as required by
this Agreement.

          "Startup Day" with respect to each of REMIC I, REMIC II and REMIC III,
the day designated as such in Section 12.1(b), and with respect to the
International Plaza Pari Passu Loan REMIC, January 26, 2004.

          "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, Class O, Class P, Class Q and Class S Certificates.

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

          "Tax Matters Person" means the person designated as the "tax matters
person" of each REMIC Pool pursuant to Treasury Regulations Section 1.860F-4(d)
and temporary Treasury Regulations Section 301.6231(a)(7)-1T.

          "Termination Price" has the meaning set forth in Section 10.1(b).

          "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 the International Plaza Pari Passu Loan REMIC
(including the International Plaza Pari Passu Loan and related assets), REMIC I
(including the Majority Mortgage Loans (other than Excess Interest)), such
amounts related thereto as shall from time to time be held in the Certificate
Account, the Distribution Account, the Interest Reserve Account, the Insurance
Policies, any REO Properties and other items referred to in Section 2.1(a)
hereof), REMIC II, REMIC III, the Excess Interest Sub-account and any Excess
Interest on the Mortgage Loans. The Trust shall not include any Non-Serviced
Companion Mortgage Loan, any B Note, any interest of the holders of a B Note,
any A/B Loan Custodial Account or any Serviced


                                      -81-

<PAGE>

Companion Mortgage Loan, any interest of the holders of a Serviced Companion
Mortgage Loan or any Serviced Companion Mortgage 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.

          "Trustee Fee Rate" means 0.0018% per annum.

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

          "Underwriter" means each of Morgan Stanley & Co. Incorporated,
Greenwich Capital Markets, Inc. and Wachovia Capital Markets, 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, any State thereof or the District of Columbia, (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.

          "Unliquidated Advance" means any Advance previously made by a party
hereto that has been previously reimbursed to the Person that made the Advance
by the Trust Fund as part of a Workout-Delayed Reimbursement Amount pursuant to
subsection (iii) of Section 5.2(a)(II), but that has not been recovered from the
Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan
or REO Property in respect of which the Advance was made.

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


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<PAGE>

          "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, (iv) an REO Status Report, and (v) a CMSA Loan Level
Reserve/LOC 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 Tower Companion Loan" means the notes secured by the
Wells Fargo Tower Pari Passu Mortgage on a pari passu basis with the Wells Fargo
Tower Pari Passu Loan and which is not included in the Trust. The Wells Fargo
Tower Companion Loan is not a "Mortgage Loan."

          "Wells Fargo Tower Pari Passu Loan" means the Mortgage Loan designated
as Mortgage Loan No. 16 on the Mortgage Loan Schedule and which is secured on a
pari passu basis with the Wells Fargo Tower Companion Loan and with any other
note secured by the related Mortgaged Property pursuant to the Wells Fargo Tower
Pari Passu Mortgage. The Wells Fargo Tower Pari Passu Loan is a "Mortgage Loan."

          "Wells Fargo Tower Pari Passu Mortgage" means the Mortgage securing
the Wells Fargo Tower Companion Loan and the Wells Fargo Tower Pari Passu Loan
and any other note secured by the related Mortgaged Property.

          "Workout-Delayed Reimbursement Amount" has the meaning set forth in
subsection (II)(A) of Section 5.2(a).

          "Work-Out Fee" means a fee payable with respect to any Rehabilitated
Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion
Mortgage Loan or B Note, 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, Serviced Companion Mortgage Loan or B Note for so long as it remains a
Rehabilitated Mortgage Loan.

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

          "XLF-2003 Master Servicer" means the "master servicer" under the
2003-XLF Pooling and Servicing Agreement, which as of the date hereof is Midland
Loan Services, Inc.


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<PAGE>

          "XLF-2003 Pooling and Servicing Agreement" means the Pooling and
Servicing Agreement, dated as of July 9, 2003, between the 2003-XLF Depositor,
the 2003-XLF Master Servicer, the 2003-XLF Special Servicer, Lennar Partners,
Inc. and GMAC Commercial Mortgage Corporation, each as a special servicer to a
certain mortgage loan as described thereunder, the 2003-XLF Trustee and certain
junior participants and noteholders, pursuant to which the Morgan Stanley
Capital I Inc. Commercial Mortgage Pass-Through Certificates, Series 2003-XLF,
were issued.

          "XLF-2003 Special Servicer" means the "special servicer" under the
2003-XLF Pooling and Servicing Agreement, which as of the date hereof is Midland
Loan Services, Inc.

          "XLF-2003 Trustee" means the "trustee," the "certificate registrar"
and the "authenticating agent" under the 2003-XLF Pooling and Servicing
Agreement, which as of the date hereof is Wells Fargo Bank, National
Association.

          Section 1.2 Calculations Respecting Mortgage Loans. (a) Calculations
required to be made by the Trustee pursuant to this Agreement with respect to
any Mortgage Loan, Serviced Companion Mortgage Loan or B Note shall be made
based upon current information as to the terms of such Mortgage Loan, Serviced
Companion Mortgage Loan and B Note and reports of payments received from the
Master Servicer on such Mortgage Loan, Serviced Companion Mortgage Loan and B
Note and payments to be made to the Trustee as supplied to the Trustee by the
Master Servicer. The Trustee 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 Trustee has actual knowledge of an error
in the calculations, the Trustee shall inform the Master Servicer of such error.

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

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


                                      -84-

<PAGE>

          Section 1.4 Interpretation.

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

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

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

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

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

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

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

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

          (c) Neither 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.


                                      -85-

<PAGE>

          (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 Loan
Pair Intercreditor Agreement or the related Intercreditor Agreement, if a
Serviced Pari Passu Mortgage Loan or B Note, as applicable, is no longer part of
the Trust Fund, the new holder of such Serviced Pari Passu Mortgage Loan or B
Note, as applicable, 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 such Serviced Pari
Passu Mortgage Loan or B Note, as applicable, shall obtain and provide to the
holder of the related Serviced Companion Mortgage Loan and/or B Note written
confirmation from each rating agency then rating any securitization relating to
such Serviced Companion Mortgage 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 Loan Pair Intercreditor
Agreement or the related Intercreditor Agreement, as applicable.

          (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 Loan Pair, 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 Serviced Pari Passu Mortgage Loan by the Seller 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 Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan)
(including amounts to which the holder of such A Note or Serviced Pari Passu
Mortgage Loan is entitled under the related Intercreditor Agreement or related
Loan Pair Intercreditor Agreement), as applicable; 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


                                      -86-

<PAGE>

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 Serviced Companion Mortgage 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 Seller, but in any
event, without recourse, representation or warranty; provided that such tender
by the Trustee shall be conditioned upon its receipt from the Master Servicer of
a Request for Release. The Master Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser or such holder any
deposits then held in an Escrow Account relating to the applicable A/B Mortgage
Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the related
Serviced Companion Mortgage 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) If an expense under this Agreement relates, in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as
applicable, primarily to the administration of the Trust Fund or any REMIC
formed hereunder or the International Plaza Pari Passu Loan REMIC 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 or the International Plaza Pari Passu Loan REMIC,
then such expense shall not be allocated to, deducted or reimbursed from, or
otherwise charged against the holder of any Serviced Companion Mortgage 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.


                                      -87-

<PAGE>

          (a) Effective as of the Closing Date, the Depositor does hereby assign
in trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule
including the related Mortgage Notes, Mortgages, security agreements and title,
hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, (ii) the Depositor's rights under the
Mortgage Loan Purchase Agreement that are permitted to be assigned to the
Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the
Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor
Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any
Non-Serviced Mortgage Loan and (v) all other assets included or to be included
in the International Plaza Pari Passu Loan REMIC or REMIC I for the benefit of
REMIC II and REMIC III or the Class S Grantor Trust for the benefit of the Class
S Certificates. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans and due after the Cut-Off
Date. The transfer of the Mortgage Loans and the related rights and property
accomplished hereby is absolute and is intended by the parties to constitute a
sale. In connection with the initial sale of the Certificates by the Depositor,
the purchase price to be paid includes a portion attributable to interest
accruing on the Certificates from and after the Cut-Off Date. The transfer and
assignment of any Non-Serviced Mortgage Loan to the Trustee and the right to
service such Mortgage Loans are subject to the terms and conditions of the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the
related Non-Serviced Mortgage Loan Intercreditor Agreement and the Trustee, by
the execution and delivery of this Agreement, hereby agrees that such Mortgage
Loans remain subject to the terms of each Non-Serviced Mortgage Loan
Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage
Loan and Serviced Companion Mortgage Loan, each Loan Pair Intercreditor
Agreement.

          (b) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, the Seller pursuant to the Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and
deposited with, the Trustee or a Custodian appointed hereunder, on or before the
Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed to
the Trustee as specified in clause (i) of the definition of "Mortgage File." The
Seller is required, pursuant to the 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, any Custodian, the Master Servicer or the Special Servicer shall
be liable for any failure by the Seller or the Depositor to comply with the
document delivery requirements of the Mortgage Loan Purchase Agreement and this
Section 2.1(b).

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


                                      -88-

<PAGE>

Trustee following recording or filing; provided that in those instances where
the public recording office retains the original Assignment of Mortgage,
assignment of Assignment of Leases or assignment of UCC financing statements,
the Seller shall obtain therefrom a certified copy of the recorded original. The
Seller shall forward copies thereof to the Trustee and the Special Servicer. If
any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, the Seller shall, pursuant to the
Mortgage Loan Purchase Agreement, promptly prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and thereafter the
Seller shall upon receipt thereof cause the same to be duly recorded or filed,
as appropriate.

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

          (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Seller that relate to the Mortgage Loans,
Serviced Companion Mortgage 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 on its behalf, on or before the date that is 45
days following the Closing Date and shall be held by the Master Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders. To the
extent delivered to the Master Servicer by the Seller, the Servicer Mortgage
File, will include, to the extent required to be (and actually) delivered to the
Seller pursuant to the applicable Mortgage Loan documents, copies of the
following items: the Mortgage Note, any Mortgage, the Assignment of Leases and
the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, the insurance policies or certificates (as applicable), the property
inspection reports, any financial statements on the property, any escrow
analysis, the tax bills, the Appraisal, the environmental report, the
engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies. Delivery of any of the
foregoing documents to the sub-servicer shall be deemed


                                      -89-

<PAGE>

delivery to the Master Servicer and satisfy the Depositor's obligations under
this Section 2.1(d). Neither the Master Servicer nor the Special Servicer shall
have any liability for the absence of any of the foregoing items from the
Servicing Mortgage File if such item was not delivered by the Seller.

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

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

          Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it, (ii) the
International Plaza Pari Passu Loan REMIC Regular Interest, (iii) the REMIC I
Regular Interests, and (iv) the REMIC II Regular Interests, in each case, in
trust for the use and benefit of all present and future Certificateholders. To
the extent that the contents of the Mortgage File for any A Note relate to the
corresponding B Note, the Trustee, or the Custodian on the Trustee's behalf,
will also hold such Mortgage File in trust for the benefit of the holder of the
related B Note; 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 such documents
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
Serviced Pari Passu Mortgage Loan relate to the corresponding Serviced Companion
Mortgage 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
Serviced Companion Mortgage Loan.

          On the Closing Date in respect of the Initial Certification, and
within 75 days after the Closing Date in respect of the Final Certification, the
Trustee shall examine the Mortgage Files in its possession, and shall deliver to
the Depositor, the Seller, the Master Servicer, the Special Servicer, the
Operating Adviser and the holder of any Serviced Companion Mortgage Loan a
certification (the "Initial Certification" and the "Final Certification",
respectively, in the


                                      -90-

<PAGE>

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

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

          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


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<PAGE>

not been completed (based solely on the absence of receipt by the Custodian (or
the Trustee) of the particular documents showing evidence of the recordation
and/or filing), then the Custodian on behalf of the Trustee (or the Trustee)
shall continuously update such schedule of exceptions to reflect receipt of any
corrected documents, additional documents or instruments or evidences of
recordation and/or filing, as to each Mortgage Loan, until the earliest of the
following dates: (i) the date on which all such exceptions are eliminated (any
such elimination resulting from the fact that recordation and/or filing has been
completed shall be based solely on receipt by the Custodian or the Trustee of
the particular documents showing evidence of the recordation and/or filing),
(ii) the date on which all the affected Mortgage Loans are removed from the
Trust and (iii) the second anniversary of the Closing Date, and shall provide
such updated schedule of exceptions (which may be in electronic format) to each
of the Depositor, the Seller, the Master Servicer, the Special Servicer, the
Operating Adviser and the holder of any Serviced Companion Mortgage Loan 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
Trustee 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. Promptly, and in any event within two Business Days,
following any request therefor by the Depositor, the Master Servicer, the
Special Servicer, the Operating Adviser or the holder of any Serviced Companion
Mortgage Loan 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, which shall make available a copy
thereof. Upon request, the Master Servicer shall provide to the Trustee the
names and addresses of each holder of a Serviced Companion Mortgage Loan of
which the Master Servicer has received notice in accordance with this Agreement
and/or the related Loan Pair Intercreditor Agreement.

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

          Section 2.3 Seller's Repurchase of Mortgage Loans for Material
Document Defects and Material Breaches of Representations and Warranties.

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


                                      -92-

<PAGE>

becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the Seller,
not later than 90 days from such Seller's receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or
Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
but the Seller is diligently attempting to effect such correction or cure, as
certified by such Seller in an Officer's Certificate delivered to the Trustee,
then the cure period will be extended for an additional 90 days unless, solely
in the case of a Material Document Defect, (x) the Mortgage Loan is then a
Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as
a result of a monetary default or as described in clause (ii) or clause (v) of
the definition of "Servicing Transfer Event" and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 not less than 90 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to the Seller pursuant to
Section 2.2 or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

          If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the above cure periods, the
Seller will be obligated, not later than the last day of such permitted cure
period, to (i) repurchase the affected Mortgage Loan or REO Mortgage Loan from
the Trust at the applicable Purchase Price in accordance with the Mortgage Loan
Purchase Agreement, or (ii) if within the three-month period commencing on the
Closing Date (or within the two-year period commencing on the Closing Date if
the related Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at the Seller's option, without recourse (other than the
representations and warranties made with respect thereto), replace such Mortgage
Loan or REO Mortgage Loan with a Qualifying Substitute Mortgage Loan. If such
Material Document Defect or Material Breach would cause the Mortgage Loan to be
other than a "qualified mortgage" (as defined in the Code), then notwithstanding
the previous sentence or the previous paragraph, the repurchase must occur
within 85 days from the date the Seller was notified of the defect and
substitution must occur within the sooner of (i) 85 days from the date the
Seller was notified of the defect or (ii) two years from the Closing Date.

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


                                      -93-

<PAGE>

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

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


          If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above (a "Defective Mortgage Loan"), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans ("Crossed Mortgage Loans") and (z) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such Crossed Mortgage Loans (without regard to this
paragraph), then the applicable document defect or breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach (as
the case may be) as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above unless, in the
case of such breach or document defect, the Seller (A) provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller and (B)
both of the following conditions would be satisfied if the Seller were to
repurchase or replace only those Mortgage Loans as to which a Material Breach or
Material Document Defect had occurred without regard to this paragraph (the
"Affected Loan(s)"): (i) the Debt Service Coverage Ratio for all such other
Mortgage Loans (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser
of (A) 0.10x below the debt service coverage ratio for all such other Mortgage
Loans (including the Affected Loan(s)) set forth in Appendix II to the Final
Prospectus Supplement and (B) the debt service coverage ratio for all such
Crossed Mortgage Loans (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement, and (ii) the
Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the greater of (A) the loan-to-value ratio,
expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix II to the
Final Prospectus Supplement plus 10% and (B) the loan-to-value ratio for all
such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of
repurchase or replacement. The determination of the Master Servicer as to
whether the conditions set forth above have been satisfied shall be conclusive
and binding in the absence of manifest error. The Master Servicer will be
entitled to cause to be delivered, or direct the Seller to (in which case the
Seller shall) cause to be delivered to the Master Servicer, an Appraisal of any
or all of the related Mortgaged Properties for purposes of determining whether
the condition set forth in clause (ii)


                                      -94-

<PAGE>

above has been satisfied, in each case at the expense of the Seller if the scope
and cost of the Appraisal is approved by the Seller (such approval not to be
unreasonably withheld).

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

          Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (or with respect to any Non-Serviced Mortgage Loan, a copy thereof)
that appears to be regular on its face, unless there is included in the Mortgage
File a certified copy of the Mortgage by the local authority with which the
Mortgage was recorded; or (c) the absence from the Mortgage File of the item
called for by paragraph (viii) of the definition of Mortgage File (or with
respect to any Non-Serviced Mortgage Loan, a copy thereof). If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a), the Master Servicer) will take the steps described elsewhere in this
section, including the giving of notices to the Rating Agencies, the parties
hereto and, to the extent any Material Document Defect relates to a Serviced
Pari Passu Mortgage Loan, the holder of the related Serviced Companion Mortgage
Loan, and making demand upon the Seller for the cure of the document defect or
repurchase or replacement of the related Mortgage Loan.

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


                                      -95-

<PAGE>

the period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, workout or foreclose, sell or otherwise liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5, Section 9.12,
Section 9.15 and Section 9.36, as applicable, hereof, while pursuing the
repurchase claim. The Seller has acknowledged and agreed under the Mortgage Loan
Purchase Agreement that any modification of the Mortgage Loan pursuant to a
workout shall not constitute a defense to any repurchase claim nor shall such
modification and workout change the Purchase Price due from the Seller for any
repurchase claim. In the event of any such modification and workout, the Seller
has agreed under the Mortgage Loan Purchase Agreement to repurchase the Mortgage
Loan as modified and that the Purchase Price shall include any Work-Out Fee paid
to the Special Servicer up to the date of repurchase plus the present value
(calculated at a discount rate equal to the applicable Mortgage Rate) of the
Work-Out Fee that would have been payable to the Special Servicer in respect of
such Mortgage Loan if the Mortgage Loan performed in accordance with its terms
to its Maturity Date, provided that no amount shall be paid by the Seller in
respect of any Work-Out Fee if a Liquidation Fee already comprises (or will
comprise) a portion of the Purchase Price. The Seller shall be notified promptly
and in writing by (i) the Trustee of any notice that it receives that an Option
Holder intends to exercise its Option to purchase the Mortgage Loan in
accordance with and as described in Section 9.36 hereof and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right to purchase the related Mortgage
Loan or REO Property, as applicable, from the Trust at a purchase price equal
to, in the case of clause (i) of the immediately preceding sentence, the Option
Purchase Price or, in the case of clause (ii) of the immediately preceding
sentence, the amount of such offer. Notwithstanding anything to the contrary
contained herein or in the Mortgage Loan Purchase Agreement, the right of any
Option Holder to purchase such Mortgage Loan shall be subject and subordinate to
the Seller's right to purchase such Mortgage Loan as described in the
immediately preceding sentence. The Seller shall have five (5) Business Days to
notify the Trustee or the Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the related Mortgage Loan or REO Property. Any
sale of the related Mortgage Loan, or foreclosure upon such Mortgage Loan and
sale of the related REO Property, to a Person other than the Seller shall be
without (i) recourse of any kind (either expressed or implied) by such Person
against the Seller and (ii) representation or warranty of any kind (either
expressed or implied) by the Seller to or for the benefit of such Person.

          The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer shall notify the Seller of the discovery of the
Material Document Defect or Material Breach and the Seller shall have 90 days to
correct or cure such Material Document Defect or Material Breach or purchase the
REO Property at the Purchase Price. If the Seller fails to correct or cure the
Material Document Defect or Material Breach or purchase the REO Property, then
the provisions above regarding notice of offers related to such REO Property and
the Seller's right to purchase such REO Property shall apply. After a final
liquidation of the Mortgage Loan or REO Mortgage Loan, if a


                                      -96-

<PAGE>

court of competent jurisdiction issues a final order after the expiration of any
applicable appeal period that the Seller is or was obligated to repurchase the
related Mortgage Loan or REO Mortgage Loan (a "Final Judicial Determination") or
the Seller otherwise accepts liability, then, but in no event later than the
Termination of the Trust pursuant to Section 9.30 hereof, the Seller will be
obligated to pay to the Trust the difference between any Liquidation Proceeds
received upon such liquidation (including those arising from any sale to the
Seller) and the Purchase Price; provided that the prevailing party in such
action shall be entitled to recover all costs, fees and expenses (including
reasonable attorneys fees) related thereto. Any such costs, fees or expenses
payable by the Trust (to the extent it, or the Trustee on its behalf, is the
non-prevailing party) to any prevailing party shall be withdrawn from the
Collection Account.

          In connection with any sale or other liquidation of a Mortgage Loan or
REO Property as described in this Section 2.3, the Special Servicer shall not
receive a Liquidation Fee in connection with such sale or other liquidation
until a final determination has been made, as set forth in the preceding
paragraph, as to whether the Seller is or was obligated to repurchase such
Mortgage Loan or REO Property. Upon such determination, the Special Servicer
shall be entitled to collect a Liquidation Fee (i) with respect to a
determination that the Seller is or was obligated to repurchase, based upon the
full Purchase Price of the related Mortgage Loan, including all related expenses
up to the date the remainder of such Purchase Price is actually paid, with such
Liquidation Fee payable by the Seller or (ii) with respect to a determination
that the Seller is not or was not obligated to repurchase (or the Trust decides
that it will no longer pursue a claim against the Seller for repurchase), based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan, with such amount to be paid from amounts in the Collection
Account.

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


                                      -97-

<PAGE>

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

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

          (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) and the Fiscal 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


                                      -98-

<PAGE>

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

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

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

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

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

          Section 2.5 Conveyance of Interests. Effective as of the Closing Date,
the Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and
interest of the Depositor in and to (i) the Majority Mortgage Loans and the
International Plaza Pari Passu Loan REMIC Regular Interest in exchange for the
REMIC I Regular Interests, (ii) the REMIC I Regular Interests in exchange for
the REMIC II Interests, (iii) the REMIC II Regular Interests in exchange for the
REMIC III Certificates and (iv) the Excess Interest in exchange for the Class S
Grantor Trust Interest.

                                   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,


                                      -99-

<PAGE>

with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which any of the
Certificates may be listed, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution
thereof.

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

          (b) The Class A Certificates will be issuable in denominations of
$25,000 initial Certificate Balance and in any whole dollar denomination in
excess thereof. The Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
Q and Class S 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, Class R-III
and Class R-IP 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, Class O, Class P, Class Q and Class S Certificates that are
issued in book-entry form, on the Closing Date, the Authenticating Agent upon
the order of the Depositor shall authenticate Book-Entry Certificates that are
issued to a Clearing Agency or its nominee as provided in Section 3.7 against
payment of the purchase price thereof. With respect to the Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
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 Trustee 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


                                     -100-

<PAGE>

Registrar may resign or be discharged or removed by the Trustee 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 Trustee and the
appointment of a successor Trustee. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders and the Trustee, any trust company
to act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided that the Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment.

          Section 3.3 Transfer and Exchange of Certificates.

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

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

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


                                     -101-

<PAGE>

with the initial issuance of the Certificates or a transfer of such
Non-Registered Certificate by the Depositor or one of its Affiliates), then the
Certificate Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit D-1 hereto and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached either as Exhibit D-2A
hereto or as Exhibit D-2B hereto; or (ii) an Opinion of Counsel satisfactory to
the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based (such Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the 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 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 and the Certificate Registrar against any liability that may
result if the transfer is not exempt from such registration or qualification or
is not made in accordance with such federal and state laws.

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


                                     -102-

<PAGE>

Section 406 of ERISA or Section 4975 of the Code or subject the Depositor, the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer or the
Certificate Registrar to any obligation in addition to those undertaken in this
Agreement. Each Person who acquires any Non-Investment Grade Certificate or
Residual Certificate or interest therein (unless it shall have acquired such
Certificate or interest therein from the Depositor or an Affiliate thereof or
unless it shall have delivered to the Certificate Registrar the certification of
facts and Opinion of Counsel referred to in clause (ii) of the preceding
sentence) shall be required to deliver to the Certificate Registrar (or, in the
case of an interest in a Non-Investment Grade Certificate that constitutes a
Book-Entry Certificate, to the Certificate Owner that is transferring such
interest) a certification to the effect that: (i) it is neither a Plan nor any
Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with "plan
assets" of a Plan; or (ii) that, in the case of a Non-Investment Grade
Certificate, the purchase and holding of such Certificate or interest therein by
such person qualifies for the exemptive relief available under Sections I and
III of PTCE 95-60 or another exemption from the "prohibited transactions" rules
under ERISA by the U.S. Department of Labor or similar exemption under Similar
Laws.

          (e) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee 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


                                     -103-

<PAGE>

          Tax Person, that it has historically paid its debts as they have come
          due and will continue to do so in the future, that it understands that
          its tax liability with respect to the Residual Certificates may exceed
          cash flows thereon and it intends to pay such taxes as they come due,
          that it will not cause income with respect to the Residual
          Certificates to be attributable to a foreign permanent establishment
          or fixed base, within the meaning of any applicable income tax treaty,
          of such proposed Transferee or any other United States Tax Person,
          that it will provide the Certificate Registrar with all information
          necessary to determine that the applicable paragraphs of Section 13 of
          such Transfer Affidavit and Agreement are true or that Section 13 is
          not applicable, and that it has reviewed the provisions of this
          Section 3.3(e) and agrees to be bound by them.

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

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

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

               (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


                                     -104-

<PAGE>

          States Tax Person, then the last preceding Holder of such Residual
          Certificate that was in compliance with the provisions of this Section
          3.3(e) shall be restored, to the extent permitted by law, to all
          rights and obligations as Holder thereof retroactive to the date of
          registration of such Transfer of such Residual Certificate. None of
          the Trustee, the Fiscal Agent, the Master Servicer, the Special
          Servicer or the Certificate Registrar 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 Trustee, shall make available, upon
written request from the Trustee, 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 Trustee 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
Certificate Registrar, the Master Servicer, the Operating Adviser and the
Depositor the following:


                                     -105-

<PAGE>

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

               (B) an Opinion of Counsel, in form and substance satisfactory to
          the Trustee, the Certificate Registrar and the Depositor, to the
          effect that such modification of, addition to or elimination of such
          provisions will not cause any of the International Plaza Pari Passu
          Loan REMIC, 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 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


                                     -106-

<PAGE>

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

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

          Section 3.5 Persons Deemed Owners. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser and any agent of
the Master Servicer, the Special Servicer, the Fiscal 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 Operating Adviser nor any agent of
the Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee 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 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 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


                                     -107-

<PAGE>

Registrar and the Trustee shall not be held accountable by reason of the
disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which such information was derived.

          Section 3.7 Book-Entry Certificates.

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

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

               (ii) the Depositor, the Master Servicer, the 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 J and Class K Certificates sold


                                     -108-

<PAGE>

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

          (d) The Certificates of each Class (other than the Residual
Certificates) initially sold in offshore transactions in reliance on Regulation
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository. Not earlier than the Release Date, beneficial interests in any
Regulation S Temporary Global Certificate shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in any Regulation S Temporary Global Certificate may be
held only through Euroclear Bank or Clearstream Bank; 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 Bank or Clearstream Bank (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 Bank or Clearstream Bank 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
Bank or Clearstream Bank, as applicable, thereof). Euroclear Bank or Clearstream
Bank, 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 Bank or
Clearstream Bank 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


                                     -109-

<PAGE>

or transferred to a U.S. Person (as defined in Regulation S) except for
exchanges for a beneficial interest in the Rule 144A-IAI Global Certificate for
such Class as described in Section 3.7(f).

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

          So long as the Depository, or its nominee, is the registered holder of
a Global Certificate, the Depository or such nominee, as the case may be, shall
be considered the sole owner and holder of the Certificates represented by such
Global Certificate for all purposes under this Agreement and the Certificates,
including, without limitation, obtaining consents and waivers thereunder, and
the Trustee 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 Bank and Clearstream
Bank).

          (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 Bank or Clearstream Bank, 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 Bank or Clearstream Bank, 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


                                     -110-

<PAGE>

Regulation S Temporary Global Certificate only and shall be subject to all of
the restrictions associated therewith described in Section 3.7(d). Following
receipt of any Exchange Certification or request for transfer, as applicable, by
the Certificate Registrar: (i) the Certificate Registrar shall endorse the
schedule to any Global Certificate representing the Certificate or Certificates
being exchanged to reduce the stated principal amount of such Global Certificate
by the denominations of the Certificate or Certificates for which such exchange
is to be made, and (ii) the Certificate Registrar shall endorse the schedule to
any Global Certificate representing the Certificate or Certificates for which
such exchange is to be made to increase the stated principal amount of such
Global Certificate by the denominations of the Certificate or Certificates being
exchanged therefor. The form of the Exchange Certification shall be available
from the Certificate Registrar.

          Section 3.8 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Trustee 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 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


                                     -111-

<PAGE>

to obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Certificate Registrar, to the
extent applicable with respect to such Definitive Certificates, and the
Certificate Registrar and the Trustee 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 Trustee 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 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 (except the Wells Fargo Tower Pari Passu Loan, unless the
Greenwich 2003-C2 Master Servicer fails to do so for reasons other than
nonrecoverability as set forth in Section 4.3(d)) 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 and shall not make such P&I Advance if the
Special Servicer has determined that such P&I Advance if made would be a
Nonrecoverable Advance and has directed the Master Servicer not to make such P&I
Advance, provided that the Special Servicer shall be under no obligation to make
such determination. Such determination shall be conclusive and binding on the
Trustee, the Fiscal Agent and the Certificateholders. The Special Servicer shall
not make P&I Advances under this Agreement. 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 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
being held for future distributions or withdrawals to make such Advance. Any
funds being held in the Certificate Account for future distribution or
withdrawal and so used shall be replaced by the Master Servicer from its own
funds by deposit in the Certificate Account on or before any future Master
Servicer Remittance Date to the extent


                                     -112-

<PAGE>

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

          (c) The applicable Non-Serviced Mortgage Loan Master Servicer is
obligated to make Servicing Advances pursuant to the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced
Mortgage Loan, and the Master Servicer shall not have any obligation to make
Servicing Advances with respect to such Mortgage Loan.

          Section 4.1A P&I Advances with Respect to Non-Serviced Mortgage Loans
and Serviced Pari Passu Mortgage Loans.

          With respect to the Non-Serviced Mortgage Loans (other than the Wells
Fargo Tower Pari Passu Loan (except under the circumstances set forth in Section
4.3(d)) and Serviced Pari Passu Mortgage Loans (the "P&I Pari Passu Loans"), the
Master Servicer shall make its determination that a P&I Advance previously made
on any P&I Pari Passu Loan is a Nonrecoverable Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable Advance with respect to such
P&I Pari Passu Loan in accordance with Section 4.1 independently of any
determination made by any Other Master Servicer under the related Other
Companion Loan Pooling and Servicing Agreement in respect of any P&I Pari Passu
Loan following deposit of the Non-Serviced Companion Mortgage Loans or Serviced
Companion Mortgage Loans into a commercial mortgage securitization trust, and
the Other Master Servicer shall make its own determination that it has made a
P&I Advance that is a Nonrecoverable Advance (both as defined in the related
Other Companion Loan Pooling and Servicing Agreement) or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable Advance (both as defined in
the related Other Companion Loan Pooling and Servicing Agreement) with respect
to the Non-Serviced Companion Mortgage Loans or Serviced Companion Mortgage
Loans, as applicable, in accordance with the related Other Companion Loan
Pooling and Servicing Agreement. The determination by either the Master Servicer
or the Other Master Servicer made on the earlier of (i) the Advance Report Date
and (ii) the Other Advance Report Date that any such P&I Advance is
nonrecoverable shall be binding on the Other Master Servicer and the Master
Servicer, as applicable, the Certificateholders and the holders of any
securities relating to the Non-Serviced Companion Mortgage Loans or Serviced
Companion Mortgage Loans, as applicable. The Master Servicer shall not make a
P&I Advance with respect to any P&I Pari Passu Loan after its receipt of notice
from the related Other Master Servicer that it has determined that it has made a
P&I Advance that is a Nonrecoverable Advance on the Non-Serviced Companion
Mortgage Loans or Serviced Companion Mortgage Loans, as applicable, or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable Advance
pursuant to the relevant Other Companion Loan Pooling and Servicing Agreement.

          If the Master Servicer determines that an Advance would be (if made),
or any outstanding Advance previously made is, a Nonrecoverable Advance, the
Master Servicer shall provide the Other Master Servicer written notice of such
determination. If the Master Servicer receives written notice by the Other
Master Servicer that it has determined, with respect to any Mortgage Loan, that
any proposed future Advance would be, or any outstanding Advance is, a
Nonrecoverable Advance, the Master Servicer shall not make any additional
Advances with respect to such Mortgage Loan unless the Master Servicer has
consulted with the Other Master Servicer and they both agree that circumstances
with respect to such Mortgage Loan have changed such that a proposed future
Advance would not be a Nonrecoverable Advance.


                                     -113-

<PAGE>

Notwithstanding the foregoing, the Master Servicer shall continue to have the
discretion provided in this Agreement to determine that any future Advance or
outstanding Advance would be, or is, as applicable, a Nonrecoverable Advance.
Once such a determination is made by the Master Servicer or the Master Servicer
receives written notice of such determination by the Other Master Servicer, the
Master Servicer shall follow the process set forth in this paragraph before
making any additional Advances with respect to such Mortgage Loan.

          Following a securitization of a Serviced Companion Mortgage Loan, the
Master Servicer shall be required to deliver to the related Other Master
Servicer the following information: (i) any loan related information (in the
form received), including without limitation CMSA Reports relating to the
related Serviced Pari Passu Mortgage Loan, applicable to a determination that an
Advance is or would be a Nonrecoverable Advance, within one Business Day of the
Master Servicer's receipt thereof, (ii) notice of any Servicing Advance it, the
Trustee or the Fiscal Agent makes with respect to the related Serviced Pari
Passu Mortgage Loan within one Business Day of the making of such Advance and
(iii) notice of any determination that any Servicing Advance is a Nonrecoverable
Advance within one Business Day thereof.

          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 Master Servicer that such Advance has not been made, and if the Trustee
does not, the Fiscal Agent (if the Fiscal Agent has knowledge that such Advance
is required to be made), shall make Servicing Advances to the extent provided in
this Agreement, except to the extent that the Master Servicer, the Trustee or
the Fiscal Agent, as applicable, determines in accordance with Section 4.4
below, that any such Advance would be a Nonrecoverable Advance and, subject to
the last sentence of this Section 4.2, except to the extent the Special Servicer
determines in accordance with Section 4.4 that such Advance, if made, would be a
Nonrecoverable Advance, in which event the Special Servicer shall promptly
direct the Master Servicer not to make such Advance, provided that the Special
Servicer shall be under no obligation to make such determination. Such
determination by the Master Servicer or the Special 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
Serviced Pari Passu Mortgage Loan, the holder of the related Serviced Companion
Mortgage Loan. Notwithstanding any other provision of this Agreement, 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
with interest thereon at the Advance Rate within 20 days of receipt of a
statement therefore and, upon such reimbursement, the Master Servicer shall be
deemed to have made such Servicing Advance at the same time the Special Servicer
made such Servicing Advance and shall be entitled to reimbursement therefore
pursuant to Section 5.2. The Master Servicer may make Servicing Advances in its
own discretion if it determines that making such Servicing Advance is in the
best interest of the Certificateholders, even if the Master Servicer or the
Special Servicer has determined, in accordance with Section 4.4 below, that any
such Advance would be a Nonrecoverable 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 or the Special Servicer determines
is a Nonrecoverable Advance), the


                                     -114-

<PAGE>

Trustee shall make such P&I Advance 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, the
Special 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.

          (b) To the extent that the Master Servicer fails to make a Servicing
Advance by the date such Servicing Advance is required to be made (other than a
Servicing Advance that the Master Servicer determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof in accordance with Section 4.2,
unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

          (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee hereunder by the later of (i) the date such
Servicing Advance is required to be made and (ii) five Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing Advance has not been made by the Master Servicer (other than a
Servicing Advance that the Master Servicer or the Trustee has determined to be a
Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

          (d) Pursuant to the Greenwich 2003-C2 Pooling and Servicing Agreement,
the Greenwich 2003-C2 Master Servicer is obligated to make advances with respect
to the Wells Fargo Tower Pari Passu Loan, subject to a non-recoverability
determination. Notwithstanding anything herein to the contrary, the Master
Servicer shall not be required to make any Advance with respect to the Wells
Fargo Tower Pari Passu Loan unless and until the Master Servicer has knowledge
(or would have had knowledge if it had acted in accordance with the Servicing
Standard) of any failure of the Greenwich 2003-C2 Master Servicer (and, with
respect to Servicing Advances, the Greenwich 2003-C2 Trustee and the Greenwich
2003-C2 Fiscal Agent) to make an advance required under the Greenwich 2003-C2
Pooling and Servicing Agreement (other than a failure based upon a
non-recoverability determination). Upon a determination that the Greenwich
2003-C2 Master Servicer (and, with respect to Servicing Advances, the Greenwich
2003-C2 Trustee and the Greenwich 2003-C2 Fiscal Agent) has failed to make an
advance with respect to the Wells Fargo Tower Pari Passu Loan (other than a
failure based upon a non-recoverability determination), the Master Servicer
shall make such Advance with respect to the Wells Fargo Tower Pari Passu Loan
unless the Master Servicer determines that such Advance, if made, would be a
Nonrecoverable Advance. To the extent the Master Servicer fails to make any
Advance required under this Section 4.3(d), the Trustee, pursuant to Section
4.3(b), or the Fiscal Agent, pursuant to Section 4.3(c), as applicable, shall
make such Advance.


                                     -115-

<PAGE>

          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.

          (a) 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 Unliquidated Advance in respect thereof) or any proposed
Advance, if made, would constitute a Nonrecoverable Advance, such determination
shall be evidenced by an Officer's Certificate delivered to the Trustee, the
Master Servicer (in the case of any such determination by the Special Servicer),
the Special Servicer (in the case of any such determination by the Master
Servicer), the Operating Adviser and the Rating Agencies (and the holder of the
Serviced Companion Mortgage 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 or Special 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 or
the Special Servicer, as applicable, to determine that any P&I Advance or
Servicing Advance, as applicable, would be a Nonrecoverable Advance, any
engineers' reports, environmental surveys, internal final valuations or other
information relevant thereto which support such determination. If the Trustee or
the Fiscal Agent, as applicable, determines at any time that any portion of an
Advance previously made or a portion of a proposed Advance that the Trustee or
the Fiscal Agent, as applicable, is required to make pursuant to this Agreement,
if made, would constitute a Nonrecoverable Advance, such determination shall be
evidenced by an Officer's Certificate of a Responsible Officer of the Trustee or
the Fiscal Agent, as applicable, delivered to the Depositor, the Master
Servicer, the Special Servicer and the Operating Adviser similar to the
Officer's Certificate of the Master Servicer or the Special Servicer described
in the prior sentence. The Trustee and the Fiscal Agent shall not be required to
make an Advance that the Master Servicer or the Special Servicer (or with
respect to a Mortgage Loan included in a Loan Pair or any Non-Serviced Mortgage
Loan, the related Other 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 or Special Servicer's determination in accordance with the
above provisions shall be conclusive and binding on the Trustee, the Fiscal
Agent and the Certificateholders. The Master Servicer shall consider
Unliquidated Advances in respect of prior P&I Advances and Servicing Advances as
outstanding Advances for purposes of nonrecoverablility determinations as if
such Unliquidated Advances were P&I Advances or Servicing Advances, as
applicable.

          (b) Any Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Trustee or Non-Serviced Mortgage Loan Fiscal Agent, as applicable,
shall be entitled to reimbursement for Pari Passu Loan Nonrecoverable Advances
pursuant to and to the


                                     -116-

<PAGE>

extent set forth in the related Non-Serviced Mortgage Loan Intercreditor
Agreement (with, in each case, any accrued and unpaid interest thereon provided
for under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement) in the manner set forth in Section 5.2. Section

          4.5 Interest on Advances; Calculation of Outstanding Advances with
Respect to a Mortgage Loan. Any unreimbursed Advance funded from the Master
Servicer's, the 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 with respect to any Mortgage
Loan or any B Note for the period commencing on the date of such P&I Advance and
ending on the day on which the grace period applicable to the related
Mortgagor's obligation to make the related Scheduled Payment expires pursuant to
the related Mortgage Loan or B Note documents. All Late Collections on any
Non-Serviced Mortgage Loan in respect of interest shall, promptly following
receipt thereof, be applied by the Master Servicer to reimburse the interest
component of any P&I Advance outstanding with respect to such Non-Serviced
Mortgage Loan. Any party that makes a P&I Advance with respect to any
Non-Serviced Mortgage Loan shall provide to the applicable Non-Serviced Mortgage
Loan Master Servicer monthly, at least two Business Days prior to the next
succeeding Due Date for such Non-Serviced Mortgage Loan, written notice of
whether (and, if any, how much) Advance Interest will be payable on the interest
component of a P&I Advance through the next succeeding related Master Servicer
Remittance Date. For purposes of determining whether a P&I Advance is
outstanding, amounts collected with respect to a particular Mortgage 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, and then each succeeding
P&I Advance to the extent not inconsistent with Section 4.6. The Master Servicer
shall use efforts consistent with the Servicing Standard to collect (but shall
have no further obligation to collect), with respect to the Mortgage Loans (and
the Serviced Companion Mortgage Loans) that are not Specially Serviced Mortgage
Loans, Late Fees and default interest from the Mortgagor in an amount sufficient
to pay Advance Interest. The Master Servicer shall be entitled to retain Late
Fees and default interest paid by any Mortgagor during a Collection Period with
respect to any Mortgage Loan (other than any portion of such Late Fees and
default interest that relates to the period commencing on the date of a
Servicing Transfer Event in respect of any Specially Serviced Mortgage Loan, as
to which the Special Servicer shall retain Late Fees and default interest with
respect to such Specially Serviced Mortgage Loan, subject to the offsets set
forth below) as additional servicing compensation only to the extent such Late
Fees and default interest exceed Advance Interest on a "pool basis" for all
Mortgage Loans other than Specially Serviced Mortgaged Loans. The Special
Servicer, with respect to any Specially Serviced Mortgage Loan, shall (i) pay
from any Late Fees and default interest collected from such Specially Serviced
Mortgage Loan (a) any outstanding and unpaid Advance Interest in respect of such
Specially Serviced Mortgage Loan 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.


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


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<PAGE>

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 Servicing Advances on any Loan Pair shall be allocated to
the Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan
on a pro rata basis based upon the Principal Balance thereof.

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

          (e) To the extent that the Special Servicer incurs out-of-pocket
expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse
the Special Servicer for such expenditures within 30 days after receiving an
invoice and a report from the Special Servicer, subject to Section 4.4. With
respect to each Collection Period, the Special Servicer shall deliver such
invoice and report to the Master Servicer by the following Determination Date.
All such amounts reimbursed by the Master Servicer shall be a Servicing Advance.
In the event that the Master Servicer fails to reimburse the Special Servicer
hereunder or the Master Servicer determines that such Servicing Advance was or,
if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the
Trustee 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 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 Trustee 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,


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<PAGE>

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

               (v) The long-term unsecured debt of the Fiscal Agent is rated
below "Aa3" by Moody's or "AA-" by S&P (or "A+" by S&P if the Fiscal Agent's
short-term unsecured debt is rated at least "A-1" by S&P), unless such other
rating shall be acceptable to the Rating Agencies as evidenced by a Rating
Agency Confirmation; or

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

          Section 4.8 Procedure Upon Termination Event.

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

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

          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


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<PAGE>

the Fiscal Agent shall be under any liability to the Certificateholders, the
Depositor or the Trustee for any action taken or for refraining from the taking
of any action in good faith, and using reasonable business judgment pursuant to
this Agreement, or for errors in judgment; provided that this provision shall
not protect the Fiscal Agent or any such Person against any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in its performance of duties under this Agreement. The Fiscal Agent
and any director, officer, employee or agent of the Fiscal Agent may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Fiscal
Agent shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its obligations under this Agreement. In
such event, all legal expenses and costs of such action shall be expenses and
costs of the Trust, and the Fiscal Agent shall be entitled to be reimbursed
therefor as Servicing Advances as provided by this Agreement. The provisions of
this Section 4.10 shall survive the resignation or removal of the Fiscal Agent
and the termination of this Agreement.

          Section 4.11 Indemnification of Fiscal Agent. The Fiscal Agent and
each of its directors, officers, employees, agents and Controlling Persons shall
be indemnified by the Trust and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to this Agreement other than any loss, liability or
expense incurred by reason of the Fiscal Agent's willful misfeasance, bad faith
or negligence in the performance of its duties hereunder. The Depositor shall
indemnify and hold harmless the Fiscal Agent, its directors, officers,
employees, agents or Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person may become subject under the 1933 Act, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus or arises out of, or is based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
for any legal and other expenses reasonably incurred by the Fiscal Agent or any
such director, officer, employee, agent or Controlling Person in investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action. The Fiscal Agent shall immediately notify the Depositor,
the Seller, the 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.


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<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 Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3" (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 Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-HQ3" (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 Trustee prior written notice of the
name and address of the depository institution(s) at which such accounts are
maintained and the account number of such accounts. The Master Servicer shall
take such actions as are necessary to cause the depository institution holding
the Certificate Account and the Interest Reserve Account to hold such account in
the name of the Master Servicer as provided in Section 5.1(a), subject to the
Master Servicer's (or its Sub-Servicer's) right to direct payments and
investments and its rights of withdrawal under this Agreement.

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

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


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<PAGE>

          (B) Interest: subject to subsection (d) hereof, all payments on
     account of interest on the Mortgage Loans, any Serviced Companion Mortgage
     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 Serviced Companion Mortgage 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 unless made directly to the
     Distribution Account;

          (I) Other: all other amounts, including Prepayment Premiums, required
     to be deposited in the Certificate Account pursuant to this Agreement,
     including Purchase Proceeds of any Mortgage Loans repurchased by the Seller
     or substitution shortfall amounts (as described in the fifth paragraph of
     Section 2.3(a)) paid by the Seller in connection with the substitution of
     any Qualifying Substitute Mortgage Loans, any other amounts received with
     respect to any Serviced Companion Mortgage 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; and

          (J) to the extent not otherwise set forth above, all amounts received
     from each Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage
     Loan Special Servicer or Non-Serviced Mortgage Loan Trustee pursuant to the
     related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and
     Non-Serviced Mortgage Loan Intercreditor Agreement.


                                     -123-

<PAGE>

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

          With respect to any Loan Pair, the Master Servicer shall establish and
maintain one or more sub-accounts of the Certificate Account (each, a "Serviced
Companion Mortgage 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 Serviced Companion Mortgage 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 Serviced Companion Mortgage
Loan Custodial Account shall be held in trust for the benefit of the holder of
the related Serviced Companion Mortgage 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 Serviced Companion Mortgage 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 Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-HQ3 and the holder of any related Serviced Companion
Mortgage Loan or B Note as their interests may appear." None of the Depositor,
the Special Servicer, the Mortgagors or the Trustee shall be liable for any loss
incurred on such Eligible Investments.


                                     -124-

<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 Serviced Companion Mortgage Loan
Custodial Account, deposit to the related A/B Loan Custodial Account or Serviced
Companion Mortgage 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 the Certificate
Account, any A/B Loan Custodial Account, any Serviced Companion Mortgage Loan
Custodial Account or the 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 Serviced Companion Mortgage Loan
Custodial Account or the 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 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, the Serviced Companion Mortgage Loan
Custodial Account, the related A/B Loan Custodial Account or the Interest
Reserve Account, as applicable, an amount equal to all amounts due under any
such Eligible Investment (net of anticipated income or earnings thereon that
would have been payable to the Master Servicer as additional servicing
compensation) the Master Servicer shall have the sole right to enforce such
payment or performance.

          (g) Certain of the Mortgage Loans may provide for payment by the
Mortgagor to the Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The Master Servicer shall deal with
these amounts in accordance with the Servicing Standard, the terms of the
related Mortgage Loans and Section 8.3(e) hereof. Within 20 days following the
first anniversary of the Closing Date, the Master Servicer shall deliver to the
Trustee and the Operating Adviser, for each Mortgage Loan set forth on Schedule
VII hereto, a brief statement as to the status of the work or project based on
the most recent information provided by the Mortgagor. Schedule VII sets forth
those Mortgage Loans as to which an upfront reserve was collected at closing in
an amount in excess of $75,000 with respect to specific immediate engineering
work, completion of additional construction, environmental remediation or
similar one-time projects (but not with respect to escrow accounts maintained
for ongoing obligations, such as real estate taxes, insurance premiums, ongoing
property maintenance, replacements and capital improvements or debt service). If
the work or project is not complete in accordance with the requirements of the
escrow, the Master Servicer and the Special Servicer (which shall itself consult
with the Operating Adviser) will consult with each other as to whether there
exists a material default under the underlying Mortgage Loan documents.


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<PAGE>

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

          Section 5.2 Application of Funds in the Certificate Account and
Interest Reserve Account.

          (a) Subsection (I). 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 Serviced Companion Mortgage Loan, from the related Serviced
Companion Mortgage Loan Custodial Account) pursuant to clauses (i), (ii), (iii),
(iv), (vi), (viii) and (ix) below; (x) to the account specified in writing by
the Trustee from time to time of amounts payable to 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 Serviced Companion
Mortgage Loan, from the Serviced Companion Mortgage 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 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
Serviced Companion Mortgage Loan, from the related Serviced Companion Mortgage
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,
Serviced Companion Mortgage Loans or B Notes which are not Specially Serviced
Mortgage Loans, Modification Fees relating to Mortgage Loans, Serviced Companion
Mortgage Loans or B Notes which are not Specially Serviced Mortgage Loans as
provided in Section 8.18, 50% of any assumption fees payable under Section
8.7(a) or 8.7(b), 100% of any extension fees payable under Section 8.10 or other
fees payable to the Master Servicer hereunder and (B) directly to the Special
Servicer, 50% of any assumption fees as provided in Section 8.7(a), 50% of any
assumption fees as provided in Section 8.7(b), all assumption fees relating to
Specially Serviced Mortgage Loans, 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 and default
interest collected on any Specially Serviced Mortgage Loan in excess of Advance
Interest payable to the Master Servicer, the Trustee or the Fiscal Agent in
respect of such Specially Serviced Mortgage Loan (which Advance Interest the
Master Servicer shall retain or pay to the Trustee or the Fiscal Agent, as the
case may be, to the extent


                                     -126-

<PAGE>

provided for in this Agreement) to the extent the Special Servicer is entitled
to such Late Fees and default interest under Section 4.5;

               (ii) Servicing Advances (including amounts later determined to be
Nonrecoverable Advances): (A) in the case of all Mortgage Loans, Serviced
Companion Mortgage Loans and B Notes, subject to clause (B) below and subsection
(iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent, pursuant to Section 4.6, (x)
prior to a Final Recovery Determination or determination in accordance with
Section 4.4 that any Advance is a Nonrecoverable Advance, Servicing Advances on
the related Mortgage Loan, Serviced Companion Mortgage Loan or B Note, as
applicable, 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 Serviced Companion Mortgage Loans
and B Notes that are not Specially Serviced Mortgage Loans) and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from the particular Specially Serviced
Mortgage Loan) for Specially Serviced Mortgage Loans, as the case may be, to the
payment of Advance Interest on all Advances on such non-Specially Serviced
Mortgage Loans (and any Serviced Companion Mortgage Loan and B Notes that are
not Specially Serviced Mortgage Loans) 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, Serviced Companion Mortgage Loan or B Note is a Nonrecoverable
Advance, any Servicing Advances made on the related Mortgage Loan, related
Serviced Companion Mortgage Loan, related 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, Serviced Companion Mortgage Loan, B
Note 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 Serviced Companion
Mortgage Loans and B Notes that are not Specially Serviced Mortgage Loans) and
on a "loan-by-loan basis", as described above, for all Specially Serviced
Mortgage Loans, as the case may be, to the payment of Advance Interest on all
Advances on such non-Specially Serviced Mortgage Loans (and any Serviced
Companion Mortgage Loans and B Notes that are not Specially Serviced Mortgage
Loans) or such Specially Serviced Mortgage Loans, as the case may be, then being
reimbursed), then from Excess Liquidation Proceeds then available and then from
any other amounts on deposit in the Certificate Account and (B) in the case of
any Non-Serviced Mortgage Loan and from any funds on deposit in the Certificate
Account, to reimburse the applicable Non-Serviced Mortgage Loan Master Servicer,
the applicable Non-Serviced Mortgage Loan Special Servicer, the applicable
Non-Serviced Mortgage Loan Trustee and the applicable Non-Serviced Mortgage Loan
Fiscal Agent for Pari Passu Loan Nonrecoverable Advances and any accrued and
unpaid interest thereon provided for under the related Non-Serviced Mortgage
Loan Intercreditor Agreement and Non-Serviced Mortgage Loan Pooling and
Servicing Agreement;


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<PAGE>

               (iii) P&I Advances (including amounts later to be determined to
be Nonrecoverable Advances): in the case of all Mortgage Loans, subject to
subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master
Servicer, the Trustee and the Fiscal Agent, pursuant to Section 4.6, (x) if
prior to a Final Recovery Determination or determination that any Advance is a
Nonrecoverable Advance, any P&I Advances from Late Collections made by the
Mortgagor of the amounts to which a P&I Advance relates, or REO Income from the
related REO Property or from Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds or Purchase Proceeds and, to the extent that a P&I Advance
has been or is being reimbursed, any related Advance Interest thereon, first,
from Late Fees and default interest collected during the Collection Period
during which such Advance is reimbursed, and then from Excess Liquidation
Proceeds then available and then from any other amounts on deposit in the
Certificate Account; provided that, Late Fees and default interest will be
applied on a "pool basis" for non-Specially Serviced Mortgage Loans and on a
"loan-by-loan basis" (under which Late Fees and default interest will be offset
against the Advance Interest arising only from the particular Specially Serviced
Mortgage Loan) for Specially Serviced Mortgage Loans, 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 or (y) if after a Final Recovery Determination or
determination in accordance with Section 4.4 that any P&I Advance on the related
Mortgage Loan is a Nonrecoverable Advance, any P&I Advances made on the related
Mortgage Loan or REO Property from funds on deposit in the Certificate Account
(regardless of whether such amount was recovered from the applicable Mortgage
Loan or REO Property) and any Advance Interest thereon, first, from Late Fees
and default interest collected during the Collection Period during which such
Advance is reimbursed (applying such Late Fees and default interest on a "pool
basis" for all non-Specially Serviced Mortgage Loans and on a "loan-by-loan
basis", as described above, for all Specially Serviced Mortgage Loans, as the
case may be, to the payment of Advance Interest on all Advances on such
non-Specially Serviced Mortgage Loans or such Specially Serviced Mortgage Loans,
as the case may be, then being reimbursed), then from Excess Liquidation
Proceeds then available and then from any other amounts on deposit in the
Certificate Account;

               (iv) Servicing Fees and Special Servicer Compensation: to pay to
itself the Master Servicing Fee, subject to reduction for any Compensating
Interest, to pay to the Special Servicer the Special Servicing Fee and the
Work-Out Fee 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: to pay to the Distribution Account for
withdrawal by the Trustee, 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


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<PAGE>

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 the Certificate Account
(including any A/B Loan Custodial Accounts and Serviced Companion Mortgage Loan
Custodial Accounts);

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

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

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


                                     -129-

<PAGE>

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

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

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

          (A) the Master Servicer shall be entitled to make transfers from time
          to time, from the related Serviced Companion Mortgage Loan Custodial
          Account to the portion of the Certificate Account that does not
          constitute any Serviced Companion Mortgage 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 Serviced Companion
          Mortgage Loan, and the Master Servicer shall also be entitled to make
          transfers from time to time, from the related Serviced Companion
          Mortgage Loan Custodial Account to the portion of the Certificate
          Account that does not constitute any Serviced Companion Mortgage Loan
          Custodial Account, of amounts transferred to such related Serviced
          Companion Mortgage Loan Custodial Account in error, and amounts
          necessary for the clearing and termination of the Certificate Account
          pursuant to Section 8.29; provided, however that the Master Servicer
          shall not be entitled to make transfers from the portion of the
          Certificate Account that does not constitute any Serviced Companion
          Mortgage Loan Custodial Account (other than amounts previously
          transferred from the related Serviced Companion Mortgage Loan
          Custodial Account in accordance with this clause (A)) of amounts
          necessary for the payment or reimbursement of amounts described in any
          one or more of the foregoing clauses;

          (B) the Master Servicer shall be entitled to make transfers from time
          to time, from the related Serviced Companion Mortgage Loan Custodial
          Account to the portion of the Certificate Account that does not
          constitute any Serviced Companion Mortgage Loan Custodial Account, of
          amounts not otherwise


                                     -130-

<PAGE>

          described in clause (A) above to which the holder of a Serviced Pari
          Passu Mortgage 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, one (1) Business Day after the related
          Determination Date, remit to the holder of the related Serviced
          Companion Mortgage Loan all amounts on deposit in such related
          Serviced Companion Mortgage 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
          Serviced Companion Mortgage Loan is entitled thereto under the related
          Loan Pair Intercreditor Agreement.

          No decision by the Master Servicer, the Trustee or the Fiscal Agent
under either this Section 5.2(a) or subsection (iv) of Section 5.2(a)(II), to
defer the reimbursement of Advances and/or Advance Interest shall be construed
as an agreement by the Master Servicer to subordinate (in respect of realizing
losses), to any Class of Certificates, such party's right to such reimbursement
during such period of deferral.

          Expenses incurred with respect to an A/B Mortgage Loan shall be
allocated in accordance with the related 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 Intercreditor Agreement.

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

          Subsection (II). The provisions of this subsection II of this Section
5.2(a) shall apply notwithstanding any contrary provision of subsection (I) of
this Section 5.2(a):

               (i) Identification of Workout-Delayed Reimbursement Amounts: If
          any Advance made with respect to any Mortgage Loan on or before the
          date on which such Mortgage Loan becomes (or, but for the requirement
          that the Mortgagor shall have made three consecutive scheduled
          payments under its modified terms, would then constitute) a
          Rehabilitated Mortgage Loan, together with Advance Interest accrued
          thereon, is not, pursuant to the operation of the provisions of
          Section 5.2(a)(I), reimbursed to the Person who made such Advance on
          or before the date, if any, on which such Mortgage Loan becomes a
          Rehabilitated Mortgage Loan, such Advance, together with such Advance


                                     -131-

<PAGE>

          Interest, shall constitute a "Workout-Delayed Reimbursement Amount" to
          the extent that such amount has not been determined to constitute a
          Nonrecoverable Advance. All references herein to "Workout-Delayed
          Reimbursement Amount" shall be construed always to mean the related
          Advance and any Advance Interest thereon, together with any further
          Advance Interest that accrues on the unreimbursed portion of such
          Advance from time to time in accordance with the other provisions of
          this Agreement. That any amount constitutes all or a portion of any
          Workout-Delayed Reimbursement Amount shall not in any manner limit the
          right of any Person hereunder to determine that such amount instead
          constitutes a Nonrecoverable Advance.

               (ii) General Relationship of Provisions. Subsection (iii) below
          (subject to the terms and conditions thereof) sets forth the terms of
          and conditions to the right of a Person to be reimbursed for any
          Workout-Delayed Reimbursement Amount to the extent that such Person is
          not otherwise entitled to reimbursement and payment of such
          Workout-Delayed Reimbursement Amount pursuant to the operation of
          Section 5.2(a)(I) above. Subsection (iv) below (subject to the terms
          and conditions thereof) authorizes the Master Servicer to abstain from
          reimbursing itself (or, if applicable, the Trustee or the Fiscal Agent
          to abstain from obtaining reimbursement) for Nonrecoverable Advances
          under certain circumstances at its sole option. Upon any determination
          that all or any portion of a Workout-Delayed Reimbursement Amount
          constitutes a Nonrecoverable Advance, then the reimbursement or
          payment of such amount (and any further Advance Interest that may
          accrue thereon) shall cease to be subject to the operation of
          subsection (iii) below, such amount (and further Advance Interest)
          shall be as fully payable and reimbursable to the relevant Person as
          would any other Nonrecoverable Advance (and Advance Interest thereon)
          and, as a Nonrecoverable Advance, such amount may become the subject
          of the Master Servicer's (or, if applicable, the Trustee's or the
          Fiscal Agent's) exercise of its sole option authorized by subsection
          (iv) below.

               (iii) Reimbursements of Workout-Delayed Reimbursement Amounts:
          The Master Servicer, the Special Servicer, the Trustee and the Fiscal
          Agent, as applicable, shall be entitled to reimbursement and payment
          for all Workout-Delayed Reimbursement Amounts in each Collection
          Period; provided, however, that the aggregate amount (for all such
          Persons collectively) of such reimbursements and payments in such
          Collection Period shall not exceed (and the reimbursement and payment
          shall be made from) the aggregate amount in the Collection Account
          allocable to principal received with respect to the Mortgage Loans for
          such Collection Period contemplated by clause (I)(A) of the definition
          of Principal Distribution Amount (but not including any such amounts
          that constitute Advances) and net of any Nonrecoverable Advances then
          outstanding and reimbursable from such principal in accordance with
          Section 5.2(a)(II)(iv) below. As and to the extent provided in clause
          (II)(A) of the definition thereof, the Principal Distribution Amount
          for the Distribution Date related to such Collection Period shall be
          reduced to the extent that such payment or reimbursement of a
          Workout-Delayed Reimbursement Amount is made from the


                                     -132-

<PAGE>

          aggregate amount in the Collection Account allocable to principal
          pursuant to the preceding sentence.

               (iv) Reimbursement of Nonrecoverable Advances; Sole Option to
          Abstain from Reimbursements of Certain Nonrecoverable Advances. To the
          extent that Section 5.2(a)(I) otherwise entitles the Master Servicer
          to reimbursement for any Nonrecoverable Advance (or payment of Advance
          Interest thereon from a source other than Late Fees and default
          interest on the related Mortgage Loan) during any Collection Period,
          then, notwithstanding any contrary provision of subsection (I) above,
          (a) to the extent that one or more such reimbursements and payments of
          Nonrecoverable Advances (and such Advance Interest thereon) are made,
          such reimbursements and payments shall be made, first, from the
          aggregate amount in the Collection Account allocable to principal
          received with respect to the Mortgage Loans for such Collection Period
          contemplated by clause (I)(A) of the definition of Principal
          Distribution Amount (but not including any such amounts that
          constitute Advances, and prior to any deduction for Workout-Delayed
          Reimbursement Amounts (and Advance Interest thereon) that were
          reimbursed or paid during the related Collection Period from amounts
          allocable to principal received with respect to the Mortgage Loans, as
          described by clause (II)(A) of the definition of Principal
          Distribution Amount and pursuant to subsection (iii) of Section
          5.2(a)(II)), and then from other collections (including interest) on
          the Mortgage Loans for such Collection Period, provided, that if
          interest is used to reimburse such Nonrecoverable Advances, the party
          entitled to such reimbursement shall notify the Rating Agencies at
          least fifteen (15) days prior to such reimbursement, unless
          circumstances exist that are extraordinary in the sole discretion of
          such party, and (b) if and to the extent that the amount of such a
          Nonrecoverable Advance (and Advance Interest thereon), together with
          all Nonrecoverable Advances (and Advance Interest thereon) theretofore
          reimbursed during such Collection Period, would exceed such principal
          on the Mortgage Loans for such Collection Period (and Advance Interest
          thereon), the Master Servicer (and the Trustee or the Fiscal Agent, as
          applicable, if it made the relevant Advance) is hereby authorized (but
          shall not be construed to have any obligation whatsoever), if it
          elects at its sole option, to abstain from reimbursing itself
          (notwithstanding that it is entitled to such reimbursement) during
          that Collection Period for all or a portion of such Nonrecoverable
          Advance (and Advance Interest thereon), provided that the aggregate
          amount that is deferred with respect to all Nonrecoverable Advances
          (and Advance Interest thereon) with respect to all Mortgage Loans for
          any particular Collection Period is less than or equal to such excess
          described above in this clause (b). If the Master Servicer (or the
          Trustee or the Fiscal Agent, as applicable) makes such an election at
          its sole option to defer reimbursement with respect to all or a
          portion of a Nonrecoverable Advance (and Advance Interest thereon),
          then such Nonrecoverable Advance (and Advance Interest thereon) or
          portion thereof shall continue to be fully reimbursable in any
          subsequent Collection Period to the same extent as set forth above. In
          connection with a potential election by the Master Servicer to abstain
          from the reimbursement of a particular Nonrecoverable Advance or
          portion thereof during the Collection Period for any Distribution
          Date, the Master Servicer (or the Trustee or the Fiscal Agent, as
          applicable) shall


                                     -133-

<PAGE>

          further be authorized to wait for principal collections to be received
          before making its determination of whether to abstain from the
          reimbursement of a particular Nonrecoverable Advance or portion
          thereof until the end of the Collection Period.

               None of the Master Servicer, the Trustee or the Fiscal Agent
     shall have any liability whatsoever for making an election, or refraining
     from making an election, that is authorized under this subsection (II)(iv).
     The foregoing shall not, however, be construed to limit any liability that
     may otherwise be imposed on such Person for any failure by such Person to
     comply with the conditions to making such an election under this subsection
     (II)(iv) or to comply with the terms of this subsection (II)(iv) and the
     other provisions of this Agreement that apply once such an election, if
     any, has been made.

               Any election by the Master Servicer (or the Trustee or the Fiscal
     Agent, as applicable) to abstain from reimbursing itself for any
     Nonrecoverable Advance (and Advance Interest thereon) or portion thereof
     with respect to any Collection Period shall not be construed to impose on
     the Master Servicer (or the Trustee or the Fiscal Agent, as applicable) any
     obligation to make such an election (or any entitlement in favor of any
     Certificateholder or any other Person to such an election) with respect to
     any subsequent Collection Period or to constitute a waiver or limitation on
     the right of the Master Servicer (or the Trustee or the Fiscal Agent, as
     applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and
     Advance Interest thereon). Any election by the Master Servicer, the Trustee
     or the Fiscal Agent to abstain from reimbursing itself for any
     Nonrecoverable Advance or portion thereof with respect to any one or more
     Collection Periods shall not limit the accrual of Advance Interest on the
     unreimbursed portion of such Nonrecoverable Advance for the period prior to
     the actual reimbursement of such Nonrecoverable Advance. None of the Master
     Servicer, the Trustee, the Fiscal Agent or the other parties to this
     Agreement shall have any liability to one another or to any of the
     Certificateholders or any holder of a B Note or Serviced Companion Mortgage
     Loan for any such election that such party makes as contemplated by this
     subsection or for any losses, damages or other adverse economic or other
     effects that may arise from such an election. The foregoing statements in
     this paragraph shall not limit the generality of the statements made in the
     immediately preceding paragraph. Notwithstanding the foregoing, none of the
     Master Servicer, the Trustee or the Fiscal Agent shall have the right to
     abstain from reimbursing itself for any Nonrecoverable Advance to the
     extent of the amount described in clause (I)(A) of the definition of
     Principal Distribution Amount.

               (v) Reimbursement Rights of the Master Servicer, Special
          Servicer, Trustee and Fiscal Agent Are Senior. Nothing in this
          Agreement shall be deemed to create in any Certificateholder a right
          to prior payment of distributions over the Master Servicer's, the
          Special Servicer's, the Trustee's or the Fiscal Agent's right to
          reimbursement for Advances plus Advance Interest (whether those that
          constitute Workout-Delayed Reimbursement Amounts, those that have been
          the subject of the Master Servicer's election authorized in subsection
          (iv) or otherwise).


                                     -134-

<PAGE>

          (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal
Prepayments received after the related Collection Period, or other amounts not
distributable on the related Distribution Date, shall be held in the Certificate
Account (or sub-account thereof) and shall be distributed on the Master Servicer
Remittance Date or Dates to which such succeeding Collection Period or Periods
relate, provided, however, that as to the Mortgage Loans set forth on Schedule
XVIII, for which the Scheduled Payment due each month is due on a Due Date
(including any grace period) that may occur after the end of the Collection
Period in such month, sums received by the Master Servicer with respect to such
Scheduled Payment but after the end of such Collection Period shall be applied
by the Master Servicer to reimburse any related P&I Advance made pursuant to
Section 5.1(h), and the Master Servicer shall remit to the Distribution Account
on any Master Servicer Remittance Date for a Collection Period any Principal
Prepayments and Balloon Payments received after the end of such Collection
Period but no later than the second Business Day immediately preceding such
Master Servicer Remittance Date on the Mortgage Loans set forth on Schedule
XVIII. 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. In connection with the deposit of any Balloon Payments to
the Distribution Account in accordance with the immediately preceding sentence,
the Master Servicer shall promptly notify the Trustee and the Trustee shall, if
it has already reported anticipated distributions to the Depository, use
commercially reasonable efforts to cause the Depository to make the revised
distribution on a timely basis on such Distribution Date. Neither the Master
Servicer nor the Trustee shall be liable or held responsible for any resulting
delay or failure in the making of such distribution to Certificateholders. For
purposes of the definition of "Available Distribution Amount" and "Principal
Distribution Amount," the Scheduled Payments and Principal Prepayments referred
to in the proviso to the first sentence of this subsection (b) 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 2005, 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 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 Trustee determines is necessary) and maintain in its name, (i) an
account (the "Distribution Account"), to be held in trust for the benefit of the
Holders until disbursed pursuant to the terms of this Agreement, titled:
"LaSalle Bank National Association, as Trustee, in trust for the benefit of the
Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-HQ3, Distribution Account" and (ii) an account (the
"Reserve Account") to be held in trust for the benefit of the holders of
interests in the Trust until disbursed pursuant to the terms of this Agreement,
titled: "LaSalle Bank National Association, as Trustee, in trust for the benefit
of the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-HQ3, 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


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with any other monies including, without limitation, other monies of the Trustee
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 Trustee in Eligible Investments
selected by the Trustee which shall mature, unless payable on demand, not later
than such time on the Distribution Date which will allow the Trustee 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 Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3 and the holder of any related B Note as their interests may
appear." None of the Depositor, the Mortgagors, the Special Servicer or the
Master Servicer 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 Trustee 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 Trustee 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 Trustee
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 Trustee 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 Trustee shall deposit amounts constituting collections
of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account.
On any Master Servicer Remittance Date, the Master Servicer shall have no duty
to remit to the Distribution Account any amounts other than amounts held in the
Certificate Account and collected during the related Collection Period as
provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount
and, on the Master Servicer Remittance Date occurring in March of any year,
commencing in March 2005, amounts held in the Interest Reserve Account. The
Trustee shall make withdrawals from the Distribution Account (including the
Excess Interest Sub-account) and the Reserve Account only for the following
purposes:

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

               (ii) to pay any amounts payable to the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent (including the Trustee's
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


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

          Section 5.4 Trustee 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 Trustee by the Master Servicer (no later than 1:00
p.m., New York time on the Report Date), the Trustee shall make available to any
interested party via its internet website initially located at
"www.etrustee.net" (the "Trustee'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 Monthly
Additional Report on Recoveries and Reimbursements, (v) the supplemental reports
set forth in paragraph (b) of the definition of Unrestricted Servicer Reports
and (vi) 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 Trustee in accordance herewith, the
Trustee shall make available via the Trustee's Website, on a restricted basis,
the Restricted Servicer Reports (including the Property File on or prior to each
Distribution Date, commencing in March 2004). The Trustee shall provide access
to the Restricted Servicer Reports, upon request, to each Certificateholder,
each of the parties to this Agreement, each of the Rating Agencies, each of the
Underwriters, the Operating Adviser, the Placement Agent, any prospective
purchaser of the Certificates and any Certificate Owner upon receipt (which may
be in electronic form) from such person of an Investor Certificate in the form
of Exhibit Y, and any other person upon the direction of the Depositor, the
Placement Agent or any Underwriter.

          The Trustee makes no representations or warranties as to the accuracy
or completeness of any report, document or other information made available on
the Trustee's Website and assumes no responsibility therefor. The Trustee shall
be entitled to conclusively rely on any information provided to it by the Master
Servicer or the Special Servicer and shall have no obligation to verify such
information and the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source. In
connection with providing access to the Trustee's Website, the Trustee, may
require registration and the acceptance of a disclaimer. None of the Master
Servicer, the Special Servicer or the Trustee 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 Trustee 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 Serviced
Companion Mortgage Loan


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<PAGE>

or B Note) that is a savings association, bank, or insurance company, the
Trustee shall provide (to the extent in its possession) to each such
Certificateholder (or such holder of a Serviced Companion Mortgage 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 Serviced Companion Mortgage 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 Trustee shall be entitled to
be reimbursed by such Certificateholder (or such holder of a Serviced Companion
Mortgage Loan or B Note) for the Trustee'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 Serviced Companion Mortgage Loan shall be entitled to
receive information and documentation only with respect to its related Loan
Pair, pursuant hereto.

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

          (d) Reserved

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

          (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 Trustee upon request; provided, however, that the Trustee shall be
permitted to require payment by the requesting party (other than the Depositor,
the Master Servicer, the Special Servicer, the Fiscal Agent, the Operating
Adviser, the Placement Agent or any Underwriter or any Rating Agency) of a sum
sufficient to cover the reasonable expenses actually incurred by the Trustee of
providing access or copies (including electronic or digital copies) of any such
information requested in accordance with the preceding sentence.

          (g) The Trustee 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 Agent, the
Underwriters, each Rating Agency, the Special Servicer, the Operating Adviser,
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
Serviced Companion Mortgage 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
Trustee shall be permitted to require payment


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<PAGE>

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 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 Trustee Tax Reports. The Trustee shall perform all
reporting and other tax compliance duties that are the responsibility of each
REMIC Pool and the Class S Grantor Trust under the Code, REMIC Provisions, or
other compliance guidance issued by the Internal Revenue Service or any state or
local taxing authority. Consistent with this Pooling and Servicing Agreement,
the Trustee 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, Class R-III or Class R-IP Certificate, to a Disqualified
Organization or to an agent that has acquired a Class R-I, Class R-II, Class
R-III or Class R-IP 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, Class R-III or Class R-IP 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
Trustee 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 Trustee 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 Trustee
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 Trustee shall (1) first, withdraw from the Distribution Account and
pay to the Fiscal Agent and Trustee any unpaid fees, expenses and other amounts
then required to be paid pursuant to this Agreement, and then at the written
direction of the Master Servicer, withdraw from the Distribution Account and pay
to the Master Servicer and the Special Servicer any unpaid servicing
compensation or other amounts currently required to be paid pursuant to this
Agreement (to the extent not previously retained or withdrawn by the Master
Servicer from the Certificate Account), and (2) second, make distributions in
the manner and amounts set forth below.

          Each distribution to Holders of Certificates shall be made by check
mailed to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Trustee on or prior to the
related Record Date (or upon standing instructions given to the Trustee on the
Closing Date prior to any Record Date, which instructions may be revoked at any
time thereafter upon written notice to the Trustee 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 Trustee shall be made
by wire transfer of immediately available funds to the


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<PAGE>

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 Trustee 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 International Plaza Pari Passu Loan REMIC.

          (a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as holder of the International Plaza Pari Passu Loan REMIC
Regular Interest, 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 the
International Plaza Pari Passu Loan or related REO Property, Distributable
Certificate Interest to the International Plaza Pari Passu Loan REMIC Regular
Interest;

               (ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with respect to
the International Plaza Pari Passu Loan or related REO Property, principal to
the International Plaza Pari Passu Loan REMIC Regular Interest, until the
Certificate Balance thereof is reduced to zero;

               (iii) any remaining funds, to reimburse any Realized Losses
previously allocated to the International Plaza Pari Passu Loan REMIC Regular
Interest, plus interest on such Realized Losses previously allocated thereto, at
the applicable Pass-Through Rate; and

               (iv) thereafter, to the Class R-IP Certificateholders with
respect to the International Plaza Pari Passu Loan REMIC Residual Interest at
such time as the Certificate Balance of the International Plaza Pari Passu Loan
REMIC Regular Interest has been reduced to zero, and Realized Losses previously
allocated thereto have been reimbursed to the Holder of the International Plaza
Pari Passu Loan REMIC Regular Interest, any amounts remaining.

          Section 6.3 REMIC I.

          (a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, 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 Majority Mortgage Loan or related REO Property and the International Plaza
Pari Passu Loan REMIC Regular Interest, 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 Majority Mortgage Loan or


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<PAGE>

related REO Property and the International Plaza Pari Passu Loan REMIC Regular
Interest, 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 (in respect
of the REMIC I Residual Interest) at such time as the Certificate Balance of all
Classes of REMIC I Regular Interests have been reduced to zero, and Realized
Losses previously allocated thereto have been reimbursed to the Holders of the
REMIC I Regular Interests, any amounts remaining.

          Section 6.4 REMIC II.

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

               (i) an amount equal to Distributable Certificate Interest for the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates, Class X-1 Certificates and Class X-2 Certificates to REMIC II
Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular Interest
A-1C, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II
Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest
A-3, REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II
Regular Interest A-4C, REMIC II Regular Interest A-4D, REMIC II Regular Interest
B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest E-3,
REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II Regular
Interest G-1, REMIC II Regular Interest G-2, REMIC II Regular Interest H-1,
REMIC II Regular Interest H-2, REMIC II Regular Interest J, REMIC II Regular
Interest K-1, REMIC II Regular Interest K-2, REMIC II Regular Interest L, REMIC
II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
Interest N, REMIC II Regular Interest O, REMIC II Regular Interest P, REMIC II
Regular Interest Q and REMIC II Regular Interest S, 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-2A, REMIC II Regular Interest A-2B, REMIC II Regular
Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest A-3,
REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B, REMIC II Regular
Interest A-4C and REMIC II Regular Interest A-4D, the Accrued Certificate
Interest for such Distribution Date and (B) in the case of REMIC II Regular
Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest
E-3, REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II
Regular Interest G-1, REMIC II Regular Interest G-2, REMIC II Regular Interest
H-1, REMIC II Regular Interest H-2, REMIC II Regular Interest J, REMIC II
Regular Interest K-1, REMIC II Regular Interest K-2, REMIC II Regular Interest
L, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
Regular Interest N, REMIC II Regular Interest O, REMIC II Regular Interest P,
REMIC II Regular Interest Q and REMIC II


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<PAGE>

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


                                     -142-

<PAGE>

payment in full of the Certificate Balance of the REMIC II Regular Interest
A-4B, to the REMIC II Regular Interest A-4C, 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-2A, A-2B, A-2C,
A-2D, A-3, A-4A and A-4B), until the Certificate Balance of the REMIC II Regular
Interest A-4C has been reduced to zero, and upon payment in full of the
Certificate Balance of the REMIC II Regular Interest A-4C, to the REMIC II
Regular Interest A-4D, 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-2A, A-2B, A-2C, A-2D, A-3, A-4A, A-4B and
A-4C), until the Certificate Balance of the REMIC II Regular Interest A-4D 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-2A,
REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular
Interest A-2D, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular
Interest A-4D, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC
II Regular Interest D, REMIC II Regular Interest E-1, REMIC II Regular Interest
E-2, REMIC II Regular Interest E-3, REMIC II Regular Interest F-1, REMIC II
Regular Interest F-2, REMIC II Regular Interest G-1, REMIC II Regular Interest
G-2, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC Regular
Interest J, REMIC II Regular Interest K-1, REMIC II Regular Interest K-2, REMIC
II Regular Interest L, REMIC II Regular Interest M-1, REMIC II Regular Interest
M-2, REMIC II Regular Interest N, REMIC II Regular Interest O, REMIC II Regular
Interest P, REMIC II Regular Interest Q and REMIC II Regular Interest S, pro
rata on the basis of their respective entitlements to reimbursement described in
this clause (iii), to reimburse any Realized Losses previously allocated to
REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B, REMIC II Regular
Interest A-1C, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
Interest A-3, REMIC II Regular Interest A-4A, REMIC II Regular Interest A-4B,
REMIC II Regular Interest A-4C, REMIC II Regular Interest A-4D, REMIC II Regular
Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest
E-3, REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II
Regular Interest G-1, REMIC II Regular Interest G-2, REMIC II Regular Interest
H-1, REMIC II Regular Interest H-2, REMIC Regular Interest J, REMIC II Regular
Interest K-1, REMIC II Regular Interest K-2, REMIC II Regular Interest L, REMIC
II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
Interest N, REMIC II Regular Interest O, REMIC II Regular Interest P, REMIC II
Regular Interest Q and REMIC II Regular Interest S, in the case of all such
Interests other than the REMIC II Regular Interest A-1A, REMIC II Regular
Interest A-1B, REMIC II Regular Interest A-1C, REMIC II Regular Interest A-2A,
REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular
Interest A-2D, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A,
REMIC II Regular Interest A-4B, REMIC II Regular Interest A-4C and REMIC II
Regular Interest A-4D, as a result of the allocation of Realized Losses to the
Class X Certificates and in the case of all such Interests, inclusive of accrued
and unpaid interest at the applicable Pass-Through Rate on such Realized Losses;


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<PAGE>

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

               (v) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest A-4D, to the REMIC II Regular Interest B, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed pursuant to the preceding provisions hereof), until the
Certificate Balance of the REMIC II Regular Interest B has been reduced to zero;

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

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

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

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

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

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

               (xii) to the REMIC II Regular Interest D, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

               (xiii) to the REMIC II Regular Interest E-1, REMIC II Regular
Interest E-2 and REMIC II Regular Interest E-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;


                                     -144-

<PAGE>

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

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

               (xvi) to the REMIC II Regular Interest F-1 and REMIC II Regular
Interest F-2, the remainder of the Distributable Certificate Interest for such
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;

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

               (xviii) to the REMIC II Regular Interest F-1 and REMIC II Regular
Interest F-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

               (xix) to the REMIC II Regular Interest G-1 and REMIC II Regular
Interest G-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;


                                     -145-

<PAGE>

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

               (xxi) to the REMIC II Regular Interest G-1 and REMIC II Regular
Interest G-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

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

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

               (xxiv) to the REMIC II Regular Interest H-1 and REMIC II Regular
Interest H-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

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

               (xxvi) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest H-2, 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;


                                     -146-

<PAGE>

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

               (xxviii) to the REMIC II Regular Interest K-1 and REMIC II
Regular Interest K-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;

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

               (xxx) to the REMIC II Regular Interest K-1 and REMIC II Regular
Interest K-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

               (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-2, 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 accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

               (xxxiv) to the REMIC II Regular Interest M-1 and REMIC II Regular
Interest M-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;

               (xxxv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest L, to the REMIC II Regular Interest M-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 M-1


                                     -147-

<PAGE>

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

               (xxxvi) to the REMIC II Regular Interest M-1 and REMIC II Regular
Interest M-2, to reimburse any unreimbursed Realized Losses previously allocated
thereto, plus accrued and unpaid interest at the applicable Pass-Through Rate on
such Realized Losses, pro rata on the basis of their respective entitlements to
reimbursement;

               (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-2, 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 accrued and
unpaid 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 accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

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

               (xliv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest O, to the REMIC II Regular Interest P, 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 P has been reduced to zero;


                                     -148-

<PAGE>

               (xlv) to the REMIC II Regular Interest P, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

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

               (xlvii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest P, to the REMIC II Regular Interest Q, 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 Q has been reduced to zero;

               (xlviii) to the REMIC II Regular Interest Q, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

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

               (l) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest Q, to the REMIC II Regular Interest S, 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 S has been reduced to zero;

               (li) to the REMIC II Regular Interest S, to reimburse any
unreimbursed Realized Losses previously allocated thereto, plus accrued and
unpaid interest at the applicable Pass-Through Rate on such Realized Losses;

               (lii) 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 6.5 REMIC III.

          (a) On each Distribution Date, the Trustee 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, which shall be distributed in accordance with Section 6.5(c)) and
Excess Liquidation Proceeds in the following amounts and order of priority:

               (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates and Class X-2 Certificates, Distributable Certificate Interest for
such Distribution Date, pro rata in proportion to the Distributable Certificate
Interest payable to each such Class;


                                     -149-

<PAGE>

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

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

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

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

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

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

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

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

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


                                     -150-

<PAGE>

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

               (xii) to the Holders of the Class D Certificates, to reimburse
any Realized Losses previously allocated thereto and not previously fully
reimbursed, plus 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;


                                     -151-

<PAGE>

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

               (xxiv) to the Holders of the Class H Certificates, to reimburse
any Realized Losses previously allocated thereto and not previously fully
reimbursed, plus 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;


                                     -152-

<PAGE>

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

               (xxxvi) to the Holders of the Class M Certificates, to reimburse
any Realized Losses previously allocated thereto and not previously fully
reimbursed, plus 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;

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

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

               (xlv) to the Holders of the Class P 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;

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


                                     -153-

<PAGE>

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

               (xlviii) to the Holders of the Class Q 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;

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

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

               (li) to the Holders of the Class S 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

               (lii) 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, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, based on
their respective Certificate Balances, in reduction of their respective
Certificate Balances, until the Certificate Balance of each such Class is
reduced to zero; and, second, to the Holders of the Class A-1, Class A-2, Class
A-3 and Class A-4 Certificates, pro rata, based on the respective amounts of
unreimbursed Realized Losses previously allocated to each such Class, plus one
month's interest on such Realized Losses at the applicable Pass-Through Rate. A
similar rule shall apply to the distribution of the Principal Distribution
Amount to REMIC II Regular Interests A-1A, A-1B, A-1C, A-2A, A-2B, A-2C, A-2D,
A-3, A-4A, A-4B, A-4C and A-4D, in lieu of the distributions described in
Section 6.3(a)(ii).

          (b) On each Distribution Date, the Trustee 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


                                     -154-

<PAGE>

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

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

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

          Section 6.6 Allocation of Realized Losses, Expense Losses and
Shortfalls Due to Nonrecoverability.

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

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

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

               (iii) Expense Losses (not otherwise applied above) realized
during the related Collection Period shall be allocated among the REMIC I
Regular Interests in proportion to their Certificate Balances after making all
other allocations for such Distribution Date.

          (b) In the event that the Master Servicer, the Trustee or the Fiscal
Agent, determines that an Advance previously made by it is a Nonrecoverable
Advance and the Master Servicer withdraws the amount of such Advance from the
Certificate Account pursuant to Section 5.2(a) hereof (which amount shall be
treated as an Available Advance Reimbursement Amount pursuant to Section 4.6),
it shall determine the portion of the amount so withdrawn that is attributable
to (w) interest on the related Mortgage Loan; (x) principal on the related
Mortgage Loan; (y) Servicing Advances; and (z) Advance Interest. The portion of
the amount so withdrawn from the Certificate Account that is allocable to:

               (i) amounts previously advanced as interest on the related
Mortgage Loan shall reduce the Available Distribution Amount for REMIC I and
shall be allocated to reduce the amount of interest paid on each REMIC I Regular
Interest on such Distribution Date in proportion to Distributable Certificate
Interest otherwise payable thereon, and shall result in Unpaid Interest on each
such REMIC I Regular Interest;


                                     -155-

<PAGE>

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

               (iii) amounts previously advanced as Servicing Advances, as well
as Advance Interest owing to the Master Servicer, the 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 Trustee 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)(ii) above, in proportion
to the amount of such reductions;

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


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<PAGE>

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

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

          (d) REMIC II. On each Distribution Date, all Realized Losses on the
REMIC I Interests for such Distribution Date (or for prior Distribution Dates,
to the extent not previously allocated) shall be allocated to the Corresponding
REMIC II Regular Interests in the amounts and in the manner as will be allocated
to the REMIC Regular Certificates relating thereto pursuant to Section 6.6(f);
provided, however, that Realized Losses allocated to REMIC II Regular Interests
that have Components shall be allocated among the Components of such REMIC II
Regular Interests sequentially in alphabetical and numerical order. Realized
Losses allocated to the Class X Certificates shall reduce the amount of interest
payable on the REMIC II Regular Interest A-1A, REMIC II Regular Interest A-1B,
REMIC II Regular Interest A-1C, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
REMIC II Regular Interest A-3, REMIC II Regular Interest A-4A, REMIC II Regular
Interest A-4B, REMIC II Regular Interest A-4C, REMIC II Regular Interest A-4D,
REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E-1, REMIC II Regular Interest E-2, REMIC
II Regular Interest E-3, REMIC II Regular Interest F-1, REMIC II Regular
Interest F-2, REMIC II Regular Interest G-1, REMIC II Regular Interest G-2,
REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC II Regular
Interest J, REMIC II Regular Interest K-1, REMIC II Regular Interest K-2, REMIC
II Regular Interest L, REMIC II Regular Interest M-1, REMIC II Regular Interest
M-2, REMIC II Regular Interest N, REMIC II Regular Interest O, REMIC II Regular
Interest P, REMIC II Regular Interest Q and REMIC II Regular Interest S, 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)
first, the Certificate Balance of such Class until such Certificate Balance is
reduced to zero (in the case of the Principal Balance Certificates); (B) second,
Unpaid Interest owing to such Class to the extent thereof and (C) third,
Distributable Certificate Interest owing to such Class, provided, that such
reductions shall be allocated among the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-1
Certificates and Class X-2 Certificates, pro rata, based upon their outstanding
Certificate Balances or accrued interest, as the case may be, and provided
further, that Realized Losses shall not reduce the Aggregate Certificate Balance
of the REMIC III Certificates below the sum of the Aggregate Certificate
Balances of the REMIC II Regular Interests. Schedule XIX


                                     -157-

<PAGE>

attached hereto sets forth an example of the methodology under which Realized
Losses shall be calculated in connection with this Agreement, and the Master
Servicer shall provide such calculation to the holder of any Serviced Companion
Mortgage Loan and each Other Special Servicer and shall cooperate with each
Other Special Servicer to provide information necessary for each Other Special
Servicer to calculate realized losses with respect to the related Other
Securitization.

          Section 6.7 Net Aggregate Prepayment Interest Shortfalls. On each
Distribution Date, Net Aggregate Prepayment Interest Shortfalls attributable to
the International Plaza Pari Passu Loan, shall be allocated to the International
Plaza Pari Passu Loan REMIC Regular Interest for such Distribution Date and
shall reduce Distributable Certificate Interest for such Interest. 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 Serviced Companion Mortgage 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


                                     -158-

<PAGE>

of such notice. Notwithstanding the foregoing, an Appraisal shall not be
required so long as a guaranty or surety bond that is rated at least "BBB-" (or
its equivalent) by a nationally recognized statistical rating organization, or
debt service reserve or a letter of credit is available and has the ability to
pay off the then outstanding Principal Balance of the Mortgage Loan in full,
except to the extent that the Special Servicer, in accordance with the Servicing
Standard, determines that obtaining an Appraisal is in the best interests of the
Certificateholders. Such Appraisal or valuation shall be conducted in accordance
with the definition of "market value" as set forth in 12 C.F.R. Section 225.62
and shall be updated at least annually to the extent such Mortgage Loan remains
a Required Appraisal Loan. The cost of any such Appraisal or valuation, if not
performed by the Special Servicer, shall be an expense of the Trust (and 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 4.2 in which event it shall be
treated as a Servicing Advance. The Master Servicer, based on the Appraisal or
internal valuation provided to it by the Special Servicer, shall calculate any
Appraisal Reduction. The Master Servicer shall calculate or recalculate the
Appraisal Reduction for any Mortgage Loan, 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. Notwithstanding the
foregoing, the terms of this Section 6.9 shall not be applicable to any
Non-Serviced Mortgage Loan if the applicable Non-Serviced Mortgage Loan Special
Servicer shall have performed such obligations with respect to such Mortgage
Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

          Section 6.10 Compliance with Withholding Requirements. Notwithstanding
any other provision of this Agreement to the contrary, 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 Trustee 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 Trustee withholds any amount
from payments made to any Certificateholder pursuant to federal withholding
requirements, the Trustee 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 Serviced Companion Mortgage
Loan, which Prepayment Premium is payable to the holder of the related B Note or
the holder of the related Serviced Companion Mortgage Loan, as applicable)
during any particular Collection Period will be deemed distributed to the
Trustee on the following Distribution Date as follows: (i) first, the Trustee
shall be deemed to distribute to itself, 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 Trustee shall be
deemed to distribute to itself, 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


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<PAGE>

Premiums shall be deemed distributed among such Classes pro rata in accordance
with the relevant amounts of entitlements to distributions of principal).
Following such deemed distributions, the Holders of the respective Classes of
Principal Balance Certificates, other than the Class L, Class M, Class N, Class
O, Class P, Class Q and Class S Certificates, then entitled to distributions of
principal from the Principal Distribution Amount for such Distribution Date,
will be entitled to, and 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 the Distribution Date in
March 2008, 92% 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 8% of the Prepayment Premium that is
not so distributed to the Holders of such Principal Balance Certificates will be
distributed to the Holders of the Class X-2 Certificates. After the Distribution
Date in March 2008, any portion of such Prepayment Premium that is not so
distributed to the Holders of such Principal Balance Certificates will be
distributed to the Holders of the Class X-1 Certificates.

                                   ARTICLE VII

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

          Section 7.1 Duties of the Trustee and the Fiscal Agent.

          (a) The Trustee and the Fiscal 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
or the Fiscal Agent. Any permissive right of the Trustee or the Fiscal Agent
provided for in this Agreement shall not be construed as a duty of the Trustee
or the Fiscal Agent. The Trustee and the Fiscal 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 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 or the Fiscal Agent, as applicable, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Fiscal 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 or the Fiscal Agent, as the case may be, shall not be responsible for
the accuracy or content of any such resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer or
any other Person to it pursuant to this Agreement. If any such instrument is
found on its face not to conform to the requirements of this Agreement,


                                     -160-

<PAGE>

the Trustee shall request the providing party to correct the instrument and if
not so corrected, the Trustee shall inform the Certificateholders.

          (c) Neither the Trustee nor the Fiscal 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 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 nor the Fiscal 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 or the Fiscal 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 nor the Fiscal 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 of any forms or plans of
liquidation in connection with any REMIC Pool shall not constitute a
representation by the Trustee as to the adequacy of such form or plan of
liquidation;

               (v) none of the Trustee or the Fiscal Agent shall be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties as Trustee or the Fiscal 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 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 nor the Fiscal 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 or the
Fiscal Agent may be required to act, unless a Responsible Officer of the Trustee
or the Fiscal 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


                                     -161-

<PAGE>

Luxembourg Stock Exchange to be complied with in respect of the Certificates.
The Trustee and the Fiscal 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 and the Fiscal
Agent.

          (a) Except as otherwise provided in Section 7.1:

               (i) the Trustee and the Fiscal 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 and the Fiscal 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 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 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 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 shall be paid by the Certificateholders requesting such
examination;

               (v) the Trustee and the Fiscal 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 and the Fiscal
Agent conferred on them by such appointment; provided that each of the Trustee
and the Fiscal 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;


                                     -162-

<PAGE>

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

               (vii) neither the Trustee nor the Fiscal 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 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 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
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.

          Section 7.3 The Trustee and the Fiscal Agent Not Liable for
Certificates or Interests or Mortgage Loans. The Trustee and the Fiscal 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 Trustee is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee and the Fiscal Agent represents that,
assuming due execution and delivery by the other


                                     -163-

<PAGE>

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 or the Fiscal 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" in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement), the Mortgage Loans or the assignment thereof against the Trustee or
the Fiscal Agent in such Person's individual capacity and any such claim shall
be asserted solely against the Trust or any indemnitor who shall furnish
indemnity as provided herein. Neither the Trustee nor the Fiscal Agent 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 shall at any time have any responsibility or liability for
or with respect to the legality, validity or enforceability of the Mortgages or
the Mortgage Loans, or the perfection and priority of the Mortgages or the
maintenance of any such perfection and priority, or for or with respect to the
efficacy of the Trust or its ability to generate the payments to be distributed
to Certificateholders under this Agreement, including, without limitation, the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon; the validity of the assignment
of the Mortgage Loans to the Trust or of any intervening assignment; the
completeness of the Mortgage Loans; the performance or enforcement of the
Mortgage Loans (other than if the Trustee shall assume the duties of the Master
Servicer); the compliance by the Depositor, the Seller, the Mortgagor or the
Master Servicer or the Special Servicer or by each other with any warranty or
representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation made under this Agreement or in
any related document prior to the receipt by a Responsible Officer of the
Trustee of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Master
Servicer or the Special Servicer or any loss resulting therefrom; the failure of
the Master Servicer or any Sub-Servicer or the Special Servicer to act or
perform any duties required of it on behalf of the


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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 and the Fiscal Agent May Own Certificates.
Each of the Trustee and the Fiscal 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 or the Fiscal Agent, as the case may be.

          Section 7.5 Eligibility Requirements for the Trustee and the Fiscal
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 "Prime-1" by
Moody's and whose long-term senior unsecured debt is at all times rated not less
than "A+" by S&P and "Aa3" by Moody's, provided, that if the Fiscal Agent is
rated at least "Aa3" by Moody's and "AA-" by S&P (or "A+" by S&P if the Fiscal
Agent's short-term unsecured debt is rated at least "A-1" by S&P), then the
Trustee must be rated not less than "A3" by Moody's and "A-" by S&P, or
otherwise acceptable to the Rating Agencies as evidenced by a Rating Agency
Confirmation. If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with provisions of this Section, the Trustee or the Fiscal Agent
shall resign immediately in the manner and with the effect specified in Section
7.6.

          Section 7.6 Resignation and Removal of the Trustee or the Fiscal
Agent.

          (a) The Trustee or the Fiscal 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 or fiscal 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 and the Rating Agencies. If no successor trustee or
fiscal 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 or the Fiscal Agent, as the case may be, may
petition any court of competent jurisdiction for the appointment of a successor
trustee or fiscal 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


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Depositor, (ii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, (iii) a tax is imposed or threatened with respect
to the Trust or any REMIC Pool by any state in which the Trustee or the Trust
held by the Trustee is located solely because of the location of the Trustee in
such state; provided, however, that, if the Trustee agrees to indemnify the
Trust for such taxes, it shall not be removed pursuant to this clause (iii),
(iv) the continuation of the Trustee as such would result in a downgrade,
qualification or withdrawal of the rating by the Rating Agencies of any Class of
Certificates with a rating as evidenced in writing by the Rating Agencies or (v)
with respect with the initial Trustee, a Fiscal Agent Termination Event has
occurred unless the Trustee has satisfied the ratings required by clause (iii)
of Section 7.5, then the Depositor may remove such Trustee and appoint a
successor trustee by written instrument, one copy of which instrument shall be
delivered to the Trustee so removed, one copy to the successor trustee and one
copy to each of the Master Servicer and the Rating Agencies. In the case of
removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear
all such costs of transfer. Such succession shall take effect after a successor
trustee has been appointed. In the case of the removal of the initial Trustee,
the Depositor shall also remove the Fiscal Agent. In this case, the procedures
and liability for costs of such removal shall be the same as they are stated in
subsection (c) with respect to the Fiscal Agent.

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

          (d) 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 or the Fiscal Agent, as the case may be, and to the Depositor
remove the Trustee or the Fiscal 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 or the Fiscal Agent, as the case may be, so removed; the Depositor
shall thereupon use its best efforts to appoint a successor Trustee or Fiscal
Agent, as the case may be, in accordance with this Section.

          (e) Any resignation or removal of the Trustee or the Fiscal Agent, as
the case may be, and appointment of a successor trustee or fiscal agent pursuant
to any of the provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee or fiscal agent, as the case may be, as
provided in Section 7.7. Upon any succession of the Trustee or the Fiscal Agent
under this Agreement, the predecessor Trustee or Fiscal Agent, as the


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<PAGE>

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 or the Fiscal Agent shall not be liable for any action or omission of
any successor Trustee or Fiscal Agent, as the case may be.

          Section 7.7 Successor Trustee or Fiscal Agent.

          (a) Any successor Trustee or Fiscal Agent appointed as provided in
Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee or Fiscal Agent, as the case may be, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Fiscal Agent, as the case may be, shall become effective
and such successor Trustee or Fiscal Agent, as the case may be, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee
or Fiscal Agent shall deliver (at such predecessor's own expense) to the
successor Trustee or Fiscal 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 or Fiscal
Agent, as the case may be, shall also deliver all records or copies thereof
maintained by the predecessor Trustee or Fiscal Agent in the administration
hereof as may be reasonably requested by the successor Trustee or Fiscal Agent,
as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee or Fiscal 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 or Fiscal 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 or Fiscal Agent shall accept appointment as
provided in this Section unless at the time of such appointment such successor
Trustee or Fiscal 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 or Fiscal
Agent as provided in this Section, the successor Trustee or Fiscal Agent shall
mail notice of the succession of such Trustee or Fiscal 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 or Fiscal Agent. If the successor Trustee or Fiscal Agent
fails to mail such notice within 10 days after acceptance of appointment by the
successor Trustee or Fiscal Agent, the Master Servicer shall cause such notice
to be mailed at the expense of the successor Trustee or Fiscal Agent, as
applicable.

          Section 7.8 Merger or Consolidation of Trustee or Fiscal Agent. Any
Person into which the Trustee or Fiscal 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 or Fiscal Agent shall be a
party, or any Persons succeeding to the business of such Trustee or Fiscal
Agent, shall be the successor of such Trustee or Fiscal Agent, as the case may


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<PAGE>

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 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 shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee and such agent, may be terminated, without
cause and without the payment of any termination fees in the event the Trustee
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 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;


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<PAGE>

               (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 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.


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<PAGE>

          (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 Trustee 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. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of Section 7.10(a), the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

          Section 7.11 Indemnification of Trustee and the Fiscal Agent.

          (a) The Trustee, the Fiscal Agent and the Certificate Registrar 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


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<PAGE>

Person hereunder but only to the extent the Trustee, the Fiscal Agent or the
Certificate Registrar, 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 and the Certificate Registrar
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 and the Certificate Registrar 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
or the Certificate Registrar, as the case may be, shall have given the
Depositor, the Master Servicer, the Seller, each other and the Holders of the
Certificates written notice thereof promptly after a Responsible Officer of the
Trustee, the Fiscal Agent or the Certificate Registrar, as the case may be,
shall have knowledge thereof; provided, however, that failure to give such
notice to the Depositor, Master Servicer, the Seller, each other and the Holders
of Certificates shall not affect the Trustee's, Fiscal Agent's or Certificate
Registrar'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 or the Certificate Registrar, 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 or the Certificate Registrar, as the case may be,
entered into without the prior consent of the Depositor, which consent shall not
be unreasonably withheld.

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

          (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent or the Certificate Registrar, 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 or the Certificate
Registrar, 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 or the Certificate Registrar, 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 or the Certificate Registrar, as the case may be, or any such director,


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<PAGE>

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 or the Certificate
Registrar, 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 or
the Certificate Registrar, 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". The Trustee, the
Fiscal Agent or the Certificate Registrar, as the case may be, shall immediately
notify the Depositor and the Seller if a claim is made by a third party with
respect to this Section 7.11(c) entitling such person, its directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such person) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Trustee, the Fiscal Agent or the Certificate Registrar, as the case may be,
their respective directors, officers, employees, agents or Controlling Person
may have to indemnification under this Section 7.11(c), unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
resignation or removal of the Trustee or the Fiscal 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 and the Fiscal Agent. The
Trustee shall be entitled to receive the Trustee 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 hereunder of the Trustee. The
Trustee and the Fiscal Agent shall also be entitled to recover from the Trust
all reasonable unanticipated expenses and disbursements incurred or made by the
Trustee and the Fiscal 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 or Fiscal 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 or the Fiscal
Agent.

          Section 7.13 Collection of Moneys. Except as otherwise expressly
provided in this Agreement, the Trustee may demand payment or delivery of, and
shall receive and collect, all money and other property payable to or receivable
by the Trustee pursuant to this Agreement.


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The Trustee 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
shall not have timely received amounts to be remitted with respect to the
Mortgage Loans from the Master Servicer, the Trustee shall request the Master
Servicer to make such distribution as promptly as practicable or legally
permitted. If the Trustee shall subsequently receive any such amount, it may
withdraw such request.

          Section 7.14 Trustee To Act; Appointment of Successor.

          (a) On and after the time the Master Servicer is terminated pursuant
to this Agreement, the Trustee shall be the successor in all respects to the
Master Servicer in its capacity under this Agreement and the transactions set
forth or provided for therein and shall have all the rights and powers and be
subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer by the terms and provisions of
this Agreement; provided that, any failure to perform such duties or
responsibilities caused by the Master Servicer's failure to provide required
information shall not be considered a default by the Trustee hereunder. In
addition, the Trustee shall have no liability relating to (i) the
representations and warranties of the Master Servicer contained in this
Agreement or (ii) any obligation incurred by the Master Servicer prior to its
termination or resignation (including, without limitation, the Master Servicer's
obligation to repay losses resulting from the investment of funds in any account
established under this Agreement). In the Trustee's capacity as such successor,
the Trustee shall have the same limitations on liability granted to the Master
Servicer in this Agreement. As compensation therefor, the Trustee shall be
entitled to receive all the compensation payable to the Master Servicer set
forth in this Agreement, including, without limitation, the Master Servicing
Fee.

          (b) Notwithstanding the above, the Trustee (A) may, if the Trustee is
unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to the Master Servicer hereunder in the assumption of all of the
responsibilities, duties or liabilities of a servicer as Master Servicer
hereunder. Pending any such appointment, the Trustee shall act as the Master
Servicer as hereinabove provided. Any entity designated by the Trustee 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


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the Certificate Account and any other account or fund maintained with respect to
the Certificates or thereafter be received by the Master Servicer with respect
to the Mortgage Loans. Neither the Trustee nor any other successor servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

          (c) On and after the time the Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to the Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall have
all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special
Servicer by the terms and provisions of this Agreement; provided that, any
failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation (other than any Work-Out Fee
payable pursuant to Section 9.11).

          (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
and meeting such other standards for a successor Special Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the Special Servicer hereunder in the assumption
of all of the responsibilities, duties or liabilities of a special servicer as
Special Servicer hereunder. Pending any such appointment, the Trustee shall act
as the Special Servicer as hereinabove provided. Any entity designated by the
Trustee as successor Special Servicer may be an Affiliate of the Trustee;
provided that, such Affiliate must meet the standards for a successor Special
Servicer set forth herein. In connection with such appointment and assumption,
the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted to the Special
Servicer under this Agreement. The Trustee and such successor shall take such
actions, consistent with this Agreement as shall be necessary to effectuate any
such succession. The Special Servicer shall cooperate with the Trustee and any
successor Special Servicer in effecting the termination of the Special
Servicer's responsibilities and rights under this Agreement, including, without
limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of the
assignment of the special servicing function and providing the Trustee and
successor Special


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Servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor Special Servicer to enable the successor
Special Servicer to assume the Special Servicer's functions hereunder and the
transfer to the Trustee or such successor Special Servicer of all amounts which
shall at the time be or should have been deposited by the Special Servicer in
the Certificate Account and any other account or fund maintained with respect to
the Certificates or thereafter be received by the Special Servicer with respect
to the Mortgage Loans. Neither the Trustee nor any other successor Special
Servicer shall be deemed to be in default hereunder by reason of any failure to
make, or any delay in making, any distribution hereunder or any portion thereof
caused by (i) the failure of the Special Servicer to deliver, or any delay in
delivering, cash, documents or records to it, or (ii) restrictions imposed by
any regulatory authority having jurisdiction over the Special Servicer. The
Trustee shall be reimbursed for all of its out-of-pocket expenses incurred in
connection with obtaining such successor Special Servicer by the Trust within 30
days of submission of an invoice with respect thereto but only to the extent
such expenses have not been reimbursed by the Special Servicer as provided
herein; and such expenses paid by the Trust shall be deemed to be an Additional
Trust Expense.

          Section 7.15 Notification to Holders. Upon termination of the Master
Servicer or the Special Servicer, or appointment of a successor to the Master
Servicer or the Special Servicer, the Trustee shall promptly mail notice thereof
by first class mail to the Rating Agencies, the Operating Adviser, the Seller
and the Certificateholders at their respective addresses appearing on the
Certificate Register.

          Section 7.16 Representations and Warranties of the Trustee and the
Fiscal 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;


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<PAGE>

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

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

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

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

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

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

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


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<PAGE>

               (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.

          Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee and the Fiscal Agent. Each of the Trustee and the
Fiscal 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 or fiscal agents in similar
transactions (unless the Trustee or the Fiscal 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 or the
Fiscal Agent, as the case may be, shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of
the date of such replacement. So long as the long-term debt rating of the
Trustee or the Fiscal Agent, as the case may be, is not less than "Baa1" as
rated by Moody's, if rated by Moody's and "BBB" as rated by S&P, if rated by
S&P, respectively, the Trustee or the Fiscal 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), the Trustee 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
Trustee to timely remit funds but only to the extent such failure is caused by
the Trustee'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 Trustee's


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<PAGE>

internet website, print such information and make it available to the
Certificateholders upon request.

          (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 Trustee shall make available or provide the following information
on the Trustee's internet website:

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

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

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

               (iv) to the Luxembourg Paying Agent promptly following receipt
thereof, all notices and reports regarding any termination of the Trustee or
appointment of a successor to the Trustee; 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 Trustee 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 any Loan Pair, for the
benefit of the holder of the related B Note and the


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<PAGE>

related Serviced Companion Mortgage Loan, the Master Servicer shall service and
administer the Mortgage Loans, any B Note and any Serviced Companion Mortgage
Loan in accordance with the Servicing Standard and the terms of this Agreement
(subject to the servicing of any Non-Serviced Mortgage Loan by the applicable
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer in accordance with the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement). Certain of the provisions of
this Article VIII make explicit reference to their applicability to Mortgage
Loans, any B Note and any Serviced Companion Mortgage 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 Serviced Companion Mortgage 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 Serviced Companion
Mortgage Loan, all taken as a collective whole); provided, however, that nothing
herein contained shall be construed as an express or implied guarantee by the
Master Servicer of the collectability of payments on the Mortgage Loans or shall
be construed as impairing or adversely affecting any rights or benefits
specifically provided by this Agreement to the Master Servicer, including with
respect to Master Servicing Fees or the right to be reimbursed for Advances.

          (b) The Master Servicer, in the case of an event specified in clause
(x) of this subclause (b), and the Special Servicer, in the case of an event
specified in clause (y) of this subclause (b), shall each send a written notice
to the other and to the Trustee, the Operating Adviser, the Seller and, in the
case of an A/B Mortgage Loan, the holder of the related B Note and, in the case
of a Loan Pair, the holder of the related Serviced Companion Mortgage Loan,
within two Business Days after becoming aware (x) that a Servicing Transfer
Event has occurred with respect to a Mortgage Loan or (y) that a Mortgage Loan
has become a Rehabilitated Mortgage Loan, which notice shall identify the
applicable Mortgage Loan and, in the case of an event specified in clause (x) of
this subclause (b) above, the Servicing Transfer Event that occurred.

          (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer
shall notify the Special Servicer to such effect and the Master Servicer shall
take reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. Any legal fees or other out-of-pocket costs incurred in accordance
with the Servicing Standard in connection with any such claim shall be paid by,
and reimbursable to, the Master Servicer 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


                                     -179-

<PAGE>

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).

          (e) The parties hereto acknowledge that each Serviced Pari Passu
Mortgage Loan and Serviced Companion Mortgage Loan is subject to the terms and
conditions of the related Loan Pair Intercreditor Agreement. With respect to
each Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage Loan, the
Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer
recognize the respective rights and obligations of the Trust and the holders of
each Serviced Companion Mortgage Loan under the related Loan Pair Intercreditor
Agreement, including, with respect to the allocation of collections on or in
respect of any Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage
Loan in accordance with the related Loan Pair Intercreditor Agreement. The
Master Servicer shall comply with the applicable provisions of each Loan Pair
Intercreditor Agreement, and if any Serviced Pari Passu Mortgage Loan and
Serviced Companion Mortgage Loan is then a Specially Serviced Mortgage Loan, the
Special Servicer shall comply with the applicable provisions of the related Loan
Pair Intercreditor Agreement.

          (f) The Trustee is hereby directed to execute and deliver on behalf of
the Trust the Assignment and Assumption Agreement dated as of March 2, 2004
relating to the Four Seasons-Los Angeles at Beverly Hills Loan pursuant to which
the Seller will assign to the Trustee its rights and interests in the
intercreditor agreement and recognition agreement relating to the Four
Seasons-Los Angeles at Beverly Hills Loan. The Master Servicer shall comply with
the applicable provisions of such intercreditor agreement and recognition
agreement, or if the Four Seasons-Los Angeles at Beverly Hills Loan is then a
Specially Serviced Mortgage Loan, the Special Servicer shall comply with the
applicable provisions of such agreements.

          (g) Promptly following the Closing Date, the Trustee shall send
written notice to each Non-Serviced Mortgage Loan Master Servicer, stating that,
as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced
Mortgage Loan, and directing such Non-Serviced Mortgage Loan Master Servicer to
remit to the Master Servicer all amounts payable to, and directing such
Non-Serviced Mortgage Loan Master Servicer to forward, deliver or otherwise make
available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, such holder of the applicable
Non-Serviced Mortgage Loan under the related Non-Serviced Mortgage Loan Pooling
and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement.

          (h) Each Non-Serviced Mortgage Loan shall be serviced and administered
by the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced
Mortgage Loan Special Servicer pursuant to the related Non-Serviced Mortgage
Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan
Intercreditor Agreement, except as otherwise specifically provided in this
Agreement. If any Non-Serviced Companion Mortgage Loan that is an asset under
the trust created by the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement is removed from the pool of mortgage loans created under
such Non-Serviced Mortgage Loan Pooling and Servicing Agreement, or if such
Non-Serviced Mortgage Loan Pooling and Servicing Agreement is otherwise
terminated, the servicing of the Non-Serviced Mortgage Loan shall be
transferred, pursuant to the related Non-Serviced Mortgage Loan Intercreditor
Agreement, and shall be serviced and administered by a successor servicing


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<PAGE>

agreement, which shall have similar provisions to such Non-Serviced Mortgage
Loan Pooling and Servicing Agreement to the extent set forth in the related
Non-Serviced Mortgage Loan Intercreditor Agreement, and such transfer shall be
subject to the receipt of a written confirmation from each of the Rating
Agencies that such transfer shall not result in the downgrade, qualification or
withdrawal of any rating then assigned by such Rating Agency to any Class of
Certificates then rated by such Rating Agency.

          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 "Baa1" as rated by Moody's and "BBB" as rated by S&P,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

          Section 8.3 Master Servicer's General Power and Duties.

          (a) The Master Servicer shall service and administer the Mortgage
Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII
hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement (and, in the
case of any A/B Mortgage Loan and any Loan Pair, subject to the applicable
Intercreditor Agreement or Loan Pair Intercreditor Agreement and, in the case of
any Non-Serviced Mortgage Loan, subject to the servicing of such Non-Serviced
Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and
the applicable Non-Serviced Mortgage Loan Special Servicer, as applicable), such
power and authority shall include, without limitation, the right, subject to the
terms hereof, (A) to execute and deliver, on behalf of the Certificateholders
(and in connection with any B Note, the holder of the B Note and, in connection
with any Loan Pair, the holder of the Serviced Companion Mortgage 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


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<PAGE>

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 holders of the B Note and Serviced Companion Mortgage
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 Serviced Companion Mortgage 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 Serviced Companion Mortgage Loan) or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties, and (M) hold in accordance with the terms
of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing
clauses (A) through (M) are referred to collectively as "Master Servicer Consent
Matters." Notwithstanding the above, the Master Servicer shall have no power to
(i) waive any Prepayment Premiums or (ii) consent to any modification of a Money
Term of a Mortgage Loan. Nothing contained in this Agreement shall limit the
ability of the Master Servicer to lend money to (to the extent not secured, in
whole or in part, by any Mortgaged Property), accept deposits from and otherwise
generally engage in any kind of business or dealings with any Mortgagor as
though the Master Servicer was not a party to this Agreement or to the
transactions contemplated hereby; provided, however, that this sentence shall
not modify the Servicing Standard.

          (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all 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


                                     -182-

<PAGE>

to time by the Special Servicer and the Master Servicer. The Special Servicer
shall instruct within one Business Day after receiving such notice the Master
Servicer on how to apply such funds. The Master Servicer within one Business Day
after receiving such instructions shall apply such funds in accordance with the
Special Servicer's instructions. Each Mortgage Loan that becomes a Specially
Serviced Mortgage Loan shall continue as such until such Mortgage Loan becomes a
Rehabilitated Mortgage Loan. The Master Servicer shall not be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

          (c) Concurrently with the execution of this Agreement, the Trustee
shall sign the Power of Attorney attached hereto as Exhibit S-1. The Master
Servicer, shall promptly notify the Trustee of the execution and delivery of any
document on behalf of the Trustee under such Power-of-Attorney. From time to
time until the termination of the Trust, upon receipt of additional unexecuted
powers of attorney from the Master Servicer or the Special Servicer, the Trustee
shall execute and return to the Master Servicer or the Special Servicer any
additional powers of attorney and other documents necessary or appropriate to
enable the Master Servicer and the Special Servicer to service and administer
the Mortgage Loans including, without limitation, documents relating to the
management, operation, maintenance, repair, leasing or marketing of the
Mortgaged Properties. The Master Servicer shall indemnify the Trustee for any
costs, liabilities and expenses (including attorneys' fees) incurred by the
Trustee in connection with the intentional or negligent misuse of such power of
attorney by the Master Servicer. Notwithstanding anything contained herein to
the contrary, neither the Master Servicer nor the Special Servicer shall without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) knowingly
take any action that causes the Trustee to be registered to do business in any
state, provided, however, that the preceding clause (i) shall not apply to the
initiation of actions relating to a Mortgage Loan that the Master Servicer or
the Special Servicer, as the case may be, is servicing pursuant to its
respective duties herein (in which case the Master Servicer or the Special
Servicer, as the case may be, shall give three (3) Business Days prior notice to
the Trustee of the initiation of such action). The limitations of the preceding
clause shall not be construed to limit any duty or obligation imposed on the
Trustee under any other provision of this Agreement.

          (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

          (e) The Master Servicer shall segregate and hold all funds collected
and received pursuant to any Mortgage Loan (other than any Non-Serviced 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


                                     -183-

<PAGE>

Proceeds or Liquidation Proceeds which are required to be applied to the
restoration or repair of any Mortgaged Property pursuant to the related Mortgage
Loan. Each Escrow Account shall be maintained in accordance with the
requirements of the related Mortgage Loan and in accordance with the Servicing
Standard. Withdrawals from an Escrow Account may be made only:

               (i) to effect timely payments of items constituting Escrow
Amounts for the related Mortgage Loan;

               (ii) to transfer funds to the Certificate Account (or any
sub-account thereof) to reimburse the Master Servicer for any Advance relating
to Escrow Amounts, but only from amounts received with respect to the related
Mortgage Loan which represent late collections of Escrow Amounts thereunder;

               (iii) for application to the restoration or repair of the related
Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;

               (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;

               (v) to pay from time to time to the related Mortgagor any
interest or investment income earned on funds deposited in the Escrow Account if
such income is required to be paid to the related Mortgagor under applicable law
or by the terms of the Mortgage Loan, or otherwise to the Master Servicer; and

               (vi) to remove any funds deposited in a Escrow Account that were
not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.

          Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more
Eligible Investments; provided, however, that such funds shall be either (x)
immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization 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,


                                     -184-

<PAGE>

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 to each other under this Agreement is intended by
the parties to be that of an independent contractor and not of a joint venturer,
partner or agent.

          (g) With respect to each Mortgage Loan, if required by the terms of
the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the
Master Servicer shall establish and maintain, in accordance with the Servicing
Standard, one or more lock-box, cash management or similar accounts ("Lock-Box
Accounts") to be held outside the Trust and maintained by the Master Servicer in
accordance with the terms of the related Mortgage. No Lock-Box Account is
required to be an Eligible Account, unless otherwise required pursuant to the
related Mortgage Loan documents. The Master Servicer shall apply the funds
deposited in such accounts in accordance with terms of the related Mortgage Loan
documents, any Lock-Box Agreement and in accordance with the Servicing Standard.

          (h) The Master Servicer shall process all defeasances of Mortgage
Loans in accordance with the terms of the Mortgage Loan documents, and shall be
entitled to any fees paid relating thereto. The Master Servicer shall not permit
defeasance (or partial defeasance if permitted under the Mortgage Loan) of any
Mortgage Loan on or before the second anniversary of the Closing Date unless
such defeasance will not result in an Adverse REMIC Event and the Master
Servicer has received an opinion of counsel to such effect and all items in the
following sentence have been satisfied. Subsequent to the second anniversary of
the Closing Date, the Master Servicer, in connection with the defeasance of a
Mortgage Loan shall require (to the extent it is not inconsistent with the
Servicing Standard) that: (i) the defeasance collateral consists of U.S.
Treasury obligations, (ii) the Master Servicer has determined that the
defeasance will not result in an Adverse REMIC Event, (iii) either (A) the
related Mortgagor designates a 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, unless such Rating
Agency


                                     -185-

<PAGE>

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 a Rating Agency Confirmation is received from S&P and (vi) a Rating Agency
Confirmation is received if the Mortgage Loan is one of the ten largest Mortgage
Loans, by Principal Balance. Any customary and reasonable out-of-pocket expense
incurred by the Master Servicer pursuant to this Section 8.3(h) shall be paid by
the Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage
Note or other pertinent document, if so allowed by the terms of such documents.

          The parties hereto acknowledge that (a) if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreement regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses associated
with a defeasance of the related Mortgage Loan are insufficient to reimburse the
Trust, or (b) if the Trust incurs any Additional Trust Expense associated solely
with the release of collateral that is not required to be paid by a Mortgagor
pursuant to the related Mortgage Loan documents (and such Additional Trust
Expense is not paid by the Mortgagor), including, but not limited to, rating
agency fees, then the sole obligation of the Seller shall be to pay an amount
equal to such insufficiency or expense to the extent the related Mortgagor is
not required to pay such amount. Promptly upon receipt of notice of such
insufficiency or unpaid expense, the Master Servicer shall request the Seller to
make such payment by deposit to the Certificate Account.

          In the case of a Specially Serviced Mortgage Loan, the Master Servicer
shall process any defeasance of such Specially Serviced Mortgage Loan in
accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

          (i) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a ground lease, confirm
whether or not on or prior to the date that is thirty (30) days after the
Closing Date, the 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 Seller has failed to do so by the thirtieth day after
the Closing Date.

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


                                     -186-

<PAGE>

the Special Servicer shall be entitled or required to exercise the rights and
powers granted to any "Note B Holder" as defined under the related Intercreditor
Agreement.

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

          (l) Pursuant to each Loan Pair Intercreditor Agreement, the owner of
the related Serviced Companion Mortgage Loan has agreed that the Master Servicer
and the Special Servicer are authorized and obligated to service and administer
the Serviced Companion Mortgage Loan pursuant to this Agreement. The Master
Servicer, the Special Servicer, the Trustee and the Fiscal Agent are authorized
and directed to execute and deliver to the holder of the Serviced Companion
Mortgage Loan a letter agreement dated as of the Closing Date setting forth
provisions as to, among other things, the timing of remittances, advances and
reports relating to the Serviced Companion Mortgage 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 Servicer, the Special Servicer, the Trustee and/or
the Fiscal Agent have duties and obligations under any such letter agreement,
each successor master servicer, successor special servicer, successor trustee
and/or successor fiscal agent, respectively, under this Agreement shall perform
such duties and satisfy such obligations.


                                     -187-

<PAGE>

          (m) With respect to the Four Seasons-Los Angeles at Beverly Hills Loan
and the Mortgage Loans designated on the Mortgage Loan Schedule as Mortgage Loan
Nos. 18-20 and Nos. 23-25, respectively, if approval is ever sought under the
related Mortgage Loan documents to replace the property manager for the related
Mortgaged Property, the parties hereto agree to notify S&P before such
replacement is approved.

          Section 8.4 Primary Servicing and Sub-Servicing.

          (a) The Master Servicer shall supervise, administer, monitor, enforce
and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer
appointed by it. The terms of any arrangement or agreement between the Master
Servicer and a Sub-Servicer shall provide that such agreement or arrangement may
be terminated, without cause and without the payment of any termination fees, by
the Trustee in the event such Master Servicer is terminated in accordance with
this Agreement. In addition, none of the Trustee, the Certificateholders, the
holder of any Serviced Companion Mortgage Loan or the holder of any B Note shall
have any direct obligation or liability (including, without limitation,
indemnification obligations) with respect to any Sub-Servicer. The Master
Servicer shall pay the costs of enforcement against any of its Sub-Servicers at
its own expense, but shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement only to the extent that such recovery
exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed. Notwithstanding the provisions of any primary
servicing agreement or sub-servicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Sub-Servicer, or reference to actions taken through a Sub-Servicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
the Special Servicer and the Certificateholders for the servicing and
administering of the applicable Mortgage Loans, the B Notes and the Serviced
Companion Mortgage Loans in accordance with (and subject to the limitations
contained within) the provisions of this Agreement without diminution of such
obligation or liability by virtue of indemnification from a Sub-Servicer and to
the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans.

          (b) Subject to the limitations of subsection (a), the Master Servicer
may appoint one or more sub-servicers (each, a "Sub-Servicer") to perform all or
any portion of its duties hereunder for the benefit of the Trustee and the
Certificateholders.

          Section 8.5 Servicers May Own Certificates. The Master Servicer and
any agent of the Master Servicer in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights it would have
if it were not the Master Servicer or such agent. Any such interest of the
Master Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Master Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of
whether such actions may have the effect of benefiting the Class or Classes of
Certificates owned by the Master Servicer.

          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


                                     -188-

<PAGE>

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 and any related B Note or Serviced Companion Mortgage Loan, but,
in any event, in an amount sufficient to avoid the application of any
co-insurance clause and (B) any other insurance coverage for a Mortgage Loan
which the related Mortgagor is required to maintain under the related Mortgage,
provided the Master Servicer shall not be required to maintain earthquake
insurance on any Mortgaged Property unless such insurance was required at
origination and is available at commercially reasonable rates; provided,
however, that the Special Servicer shall have the right, but not the duty, to
obtain, at the Trust's expense, earthquake insurance on any Mortgaged Property
securing a Specially Serviced Mortgage Loan or an REO Property so long as such
insurance is available at commercially reasonable rates. If the related
Mortgagor does not maintain the insurance set forth in clauses (A) and (B)
above, then the Master Servicer shall cause to be maintained such insurance with
a Qualified Insurer. The Master Servicer shall be deemed to have satisfied its
obligations with respect to clause (A) above if the Mortgagor maintains, or the
Master Servicer shall have otherwise caused to be obtained, a Standard Hazard
Insurance Policy that is in compliance with the related Mortgage Loan documents,
and, if required by such Mortgage Loan documents, the Mortgagor pays, or the
Master Servicer shall have otherwise caused to be paid, the premium required by
the related insurance provider that is necessary to avoid an exclusion in such
policy against "acts of terrorism" as defined by the Terrorism Risk Insurance
Act of 2002.

          Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.

          Any cost (such as insurance premiums and insurance broker fees but not
internal costs and expenses of obtaining such insurance) incurred by the Master
Servicer in maintaining any insurance pursuant to this Section 8.6 shall not,
for the purpose of calculating monthly distributions to the Certificateholders
or remittances to the Trustee 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.


                                     -189-

<PAGE>

          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 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 prior to
availing itself of any limitation described in that sentence with respect to any
Mortgage Loan (or any component loan of an A/B Mortgage Loan), obtain the
approval or disapproval of the Operating Adviser (subject to the penultimate
paragraph of Section 9.39). The Master Servicer shall be entitled to rely on the
determination of the Operating Adviser made in connection with such approval or
disapproval (subject to the penultimate paragraph of Section 9.39). If any such
approval has not been expressly denied within seven (7) Business Days of receipt
by the Operating Adviser from the Master Servicer of the Master Servicer's
determination and analysis and all information reasonably requested by the
Operating Adviser 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 notify the holder of any Serviced Companion Mortgage
Loan of any determination that it makes pursuant to clauses (i) and (ii) above.

          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,
any Serviced Companion Mortgage 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 or (ii) if the Master Servicer,
provided that its long-term rating is not less than "A2" by Moody's and "A-" by
S&P, self-insures for its obligations as set forth in the first paragraph of
this Section 8.6. In the event that the Master Servicer shall cause any Mortgage
Loan to be covered by such a master force placed or blanket insurance policy,
the incremental cost of such insurance allocable to such Mortgage Loan (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgage Loan is then covered thereby), if not borne by the related
Mortgagor, shall be paid by the Master Servicer as a Servicing Advance. If such


                                     -190-

<PAGE>

policy contains a deductible clause, the Master Servicer shall, if there shall
not have been maintained on the related Mortgaged Property a policy complying
with this Section 8.6 and there shall have been a loss that would have been
covered by such policy, deposit in the Certificate Account the amount not
otherwise payable under such master force placed or blanket insurance policy
because of such deductible clause to the extent that such deductible exceeds (i)
the deductible under the related Mortgage Loan or (ii) if there is no deductible
limitation required under the Mortgage Loan, the deductible amount with respect
to insurance policies generally available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard, and deliver
to the Trustee an Officer's Certificate describing the calculation of such
amount. In connection with its activities as administrator and servicer of the
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note, the Master
Servicer agrees to present, on its behalf and on behalf of the Trustee and the
holders of any Serviced Companion Mortgage Loan or any B Note, claims under any
such master force placed or blanket insurance policy.

          With respect to each Mortgage Loan, the Master Servicer shall maintain
accurate records with respect to each related Mortgaged Property reflecting the
status of taxes, assessments and other similar items that are or may become a
lien on the related Mortgaged Property and the status of insurance premiums
payable with respect thereto. From time to time, the Master Servicer (other than
with respect to REO Mortgage Loans) shall (i) obtain all bills for the payment
of such items (including renewal premiums), and (ii) except in the case of
Mortgage 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,
Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced
Mortgage Loan and other than Non-Serviced Mortgage Loans) 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, Serviced Companion Mortgage 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


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<PAGE>

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, Serviced Companion Mortgage 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 following the Master Servicer's delivery
of the recommendation described above and the complete Assignment and Assumption
Submission to Special Servicer on which the recommendation is based, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) the Master Servicer shall not permit any such
assignment or assumption unless (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 provided for in the related Intercreditor Agreement, and
in accordance with any procedures therefor set forth in Section 9.40. If the
Special Servicer withholds consent pursuant to the provisions of this Agreement,
it shall provide the Master Servicer with a written statement and a verbal
explanation as to its reasoning and analysis. Upon consent or deemed 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
from liability under the related Mortgage Loan, Serviced Companion Mortgage 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 and, if applicable, B Note
or Serviced Companion Mortgage Loan documents. In making its recommendation, the
Master Servicer shall evaluate such conformity in accordance with the Servicing
Standard. The Master Servicer shall notify the Trustee and the Special Servicer
of any assignment and assumption or substitution agreement executed pursuant to
this Section 8.7(a). The Master Servicer shall be entitled to (as additional
servicing compensation) 50% of any assumption fee collected from a Mortgagor in
connection with an assignment and assumption or substitution of a non-Specially
Serviced Mortgage Loan executed pursuant to this Section 8.7(a) and the Special
Servicer shall be entitled to (as additional special servicing compensation) the
other 50% of such fee.

          Neither the Master Servicer nor the Special Servicer shall have any
liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the


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<PAGE>

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 or a Non-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 or other transfer of an interest in the related Mortgaged Property
or ownership interest in the related Mortgagor, or (ii) provides that such
Mortgage Loan may not be assumed, or ownership interests in the related
Mortgagor may not be transferred, 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 exceeds
$35,000,000 (or $25,000,000 in the case of Moody's) 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 any B
Note) regarding such waiver. In connection with the request for such consent,
the Master Servicer shall prepare and deliver to Moody's and S&P a memorandum
outlining its analysis and recommendation in accordance with the Servicing
Standard, together with copies of all relevant documentation. The Master
Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer 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 (other
than any such fee payable in connection with any Non-Serviced Mortgage Loan).

          (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is to a
party or entity specifically named or described under the terms of the related
Mortgage Loan, including any consent to transfer to any subsidiary or affiliate
of Mortgagor or to a person acquiring less than a majority interest in the
Mortgagor; provided, however, that if (i) the Principal Balance of such Mortgage
Loan (together with any other Mortgage Loan with which it is
cross-collateralized) at such time equals or exceeds 5% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by Principal
Balance) in the pool, and (ii) the transfer is of an interest in the Mortgagor
greater than 49%, then prior to consenting, the Master Servicer shall obtain a
Rating Agency Confirmation regarding such consent, the costs of which to be
payable by the related Mortgagor to the extent provided for in the Mortgage Loan
documents. The Master Servicer shall be entitled to collect and receive from
Mortgagors any customary fees in connection with such transfers of interest as
additional servicing compensation.

          (d) The Trustee for the benefit of the Certificateholders, the holder
of any Serviced Companion Mortgage 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


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<PAGE>

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 or a Non-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 an 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
     or a lien on an ownership interest in the Mortgagor,

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 which are rated by a Rating Agency
evidencing direct beneficial interests in the A Notes and any 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 the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in


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<PAGE>

writing, within five (5) Business Days following the Master Servicer's delivery
of the recommendation described above and the complete Additional Lien, Monetary
Encumbrance and Mezzanine Financing Submission Package to the Special Servicer
on which the recommendation is based, of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (C) the
Master Servicer shall not permit any such waiver unless it has received the
written consent of the Special Servicer or such consent has been deemed to have
been granted as described in the preceding sentence. If the Special Servicer
withholds consent pursuant to the foregoing provisions, it shall provide the
Master Servicer with a written statement and a verbal explanation as to its
reasoning and analysis. Upon consent or deemed consent by the Special Servicer
to such proposed waiver, the Master Servicer shall process such request of the
related Mortgagor subject to the other requirements set forth above.

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

          Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files.

Upon the payment in full of any Mortgage Loan, the complete defeasance of a
Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan, the purchase of an A Note by the holder of a B Note pursuant to
the related Intercreditor Agreement, or the receipt by the Master Servicer of a
notification that payment in full (or such payment, if any, in connection with
the satisfaction and discharge in full of any Specially Serviced Mortgage Loan)
will be escrowed in a manner customary for such purposes, and upon notification
by the Master Servicer in the form of a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders, the holder of any
Serviced Companion Mortgage 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
Serviced Companion Mortgage Loan or any B Note, and with respect to the
Mortgaged Properties held for the benefit of the Certificateholders, the holder
of any Serviced Companion Mortgage Loan and the holder of any B Note. No
expenses incurred in connection with any instrument of satisfaction or deed


                                     -195-

<PAGE>

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 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 Serviced Companion Mortgage
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 Serviced
Companion Mortgage 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 Serviced Companion Mortgage 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, 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 Serviced Companion Mortgage Loan Custodial Account to the extent related
solely to a Serviced Companion Mortgage Loan) or otherwise collected from the
Mortgage Loans as provided in Section 5.2. The Master Servicer shall be required
to pay to the holders of the rights to the Excess Servicing Fees, the Excess
Servicing Fees, which shall be payable by the Trust as provided in Section
5.1(c), unless otherwise retained by the holders of


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<PAGE>

such rights. Notwithstanding anything herein to the contrary, if any of the
holders of the right to receive Excess Servicing Fees resigns or is no longer
Master Servicer for any reason, it will continue to have the right to receive
its portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as Master Servicer
hereunder.

          (b) Additional servicing compensation in the form of assumption fees,
extension fees, servicing fees, default interest (excluding default interest
allocable to any B Note if the holder of the B Note has cured the related
default pursuant to the terms of the related 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 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 approved by the Master Servicer as provided in Section 8.18,
unless the consent of the Special Servicer to such extension is also required
under Section 8.18, in which case the Master Servicer shall be entitled to only
50% of such extension fee and the Special Servicer shall be entitled to the
other 50%; provided, however, that the Master Servicer shall not be entitled to
any such fees in connection with any Specially Serviced Mortgage Loans or any
Non-Serviced Mortgage Loan. Notwithstanding the foregoing, (i) the Master
Servicer shall be entitled to only 50% of any Modification Fees collected with
respect to a consent, waiver, modification or amendment executed or granted by
the Master Servicer if the approval or consent of the Special Servicer was
required in connection therewith and the Special Servicer shall be entitled to
the other 50% and (ii) the Master Servicer shall not be entitled to any
Modification Fee or extension fee in connection with an extension of the
maturity date of a Mortgage Loan (that is not a Specially Serviced Mortgage
Loan) approved by the Special Servicer in accordance with the fifth sentence of
Section 8.18(a)(ii). 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, with respect to any
Distribution Date, the Master Servicing Fee for each monthly period relating to
such Distribution Date (together with any investment income earned prior to such
Distribution Date on Principal Prepayments as to which Prepayment Interest
Shortfalls were incurred with respect to such Distribution 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


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<PAGE>

such Distribution Date, (ii) interest or other income earned on deposits in the
Certificate Account and the Distribution Account (but only to the extent of the
net investment earnings, if any, with respect to each such account), and, (iii)
to the extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Escrow Accounts.

          Section 8.11 Master Servicer Reports; Account Statements.

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

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

          (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 pursuant to subsection (a) or subsection
(b) of this Section 8.11 to the Depositor, the Special Servicer, the Operating
Adviser and each Rating Agency, in each case upon request by such Person and
only to the extent such reports and information are not otherwise required to be
delivered to such Person under any provision of this Agreement.

          (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicer shall not have any obligation (other than to the Special
Servicer and, to the extent provided in the last sentence of Section 8.14, the
Operating Adviser) to deliver any


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<PAGE>

statement, notice or report that is then made available on the Master Servicer's
or the Trustee'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
Trustee, and the holder of any Serviced Companion Mortgage Loan (in respect of
such Serviced Companion Mortgage Loan) the following CMSA Reports with respect
to the Mortgage Loans (and, if applicable, the related REO Properties and, to
the extent received from the applicable Non-Serviced Mortgage Loan Master
Servicer, any Non-Serviced Mortgage Loan) providing the required information as
of the related Determination Date upon the following schedule: (i) a Comparative
Financial Status Report and the CMSA Financial File not later than each Report
Date, commencing in May 2004; (ii) a CMSA Operating Statement Analysis Report
and an NOI Adjustment Worksheet in accordance with Section 8.14 of this
Agreement; (iii) a CMSA Watch List in accordance with and subject to the terms
of Section 8.11(h) on each Report Date, commencing in May 2004; (iv) a Loan
Set-Up File (with respect to the initial Distribution Date only) not later than
the Report Date in April 2004; (v) a Loan Periodic Update File not later than
each Report Date commencing in April 2004 (which Loan Periodic Update File shall
be accompanied by a Monthly Additional Report on Recoveries and Reimbursements);
(vi) a Property File not later than each Report Date, commencing in May 2004;
(vii) a Delinquent Loan Status Report on each Report Date, commencing in May
2004; (viii) an Historical Loan Modification Report not later than each Report
Date, commencing in May 2004, (ix) an Historical Liquidation Report not later
than each Report Date, commencing in May 2004; and (x) an REO Status Report on
each Report Date, commencing in May 2004. 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, the Master Servicer shall deliver to
the Trustee (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 Serviced Companion Mortgage Loan), not later than the related Report
Date, a CMSA Watch List. The Master Servicer shall list any Mortgage Loan on the
CMSA Watch List as to which any of the events specified in the CMSA Watch List
published by the CMSA for industry use has occurred.

          (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


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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 the Trustee,
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 and the Trustee, shall
prepare and deliver (or make available on their respective websites) to the
Operating Adviser 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.

          Section 8.12 Annual Statement as to Compliance. The Master Servicer
shall deliver to the Depositor, the Luxembourg Paying Agent and the Trustee on
or before March 15 of each year (or March 14 if a leap year), commencing in
March 2005, 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. 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 2005, 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 Luxembourg Paying Agent and the Depositor, with a copy to the
Rating Agencies, to the effect that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer, which includes an assertion that the Master Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Sub-Servicers, upon comparable
reports of firms of independent certified public accountants rendered on the
basis of examinations conducted in accordance with the same standards (rendered
within one year of such report) with respect to those Sub-Servicers. Promptly
after receipt of such report, the Depositor shall review the report and, if
applicable,


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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, 2004, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Trustee and the 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 June of each
year, beginning in 2004 for year-end 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
Trustee 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, subject, in the case of any Non-Serviced Mortgage Loan, to the
receipt of such report from the applicable Non-Serviced Mortgage Loan Master
Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer. The
Master Servicer shall make reasonable efforts, consistent with the Servicing
Standard, to obtain such reports from the applicable Non-Serviced Mortgage Loan
Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer.
In addition, the Master Servicer shall deliver to the Operating Adviser, and
upon request the Master Servicer shall make available to the Rating Agencies,
the Special Servicer, the Trustee and the holder of any Serviced Companion
Mortgage 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 Trustee shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies, the Operating Adviser, the Depositor,
the Placement Agent, 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 Serviced Companion Mortgage 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 shall electronically deliver the CMSA Operating Statement Analysis
Report, the operating statements, rent rolls, property inspections and NOI
Adjustment Worksheet for each Mortgage Loan to the Operating Adviser.


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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 Trustee shall
make available at its Corporate Trust Office, during normal business hours, upon
reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, the Seller, the Placement Agent, any Underwriter, each Rating
Agency or the Depositor (and the holder of a B Note, if it relates to a B Note
and the holder of a Serviced Companion Mortgage Loan, if it relates to a
Serviced Companion Mortgage 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 since the Closing Date, (iv) all accountants' reports
delivered to the Trustee 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 to support the
Master Servicer's determination that any Advance was not or, if made, would not
be, recoverable. The Trustee will be permitted to require payment of a sum to be
paid by the requesting party (other than the Rating Agencies, the Trustee, the
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 Special
Servicer, the Seller, the Placement Agent, the Underwriters, the Operating
Adviser, any Certificateholder, any holder of a Serviced Companion Mortgage
Loan, any holder of a B Note or any 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
Trustee'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 Special Servicer, the Operating Adviser, the Placement Agent,
any Underwriter, or any Rating Agency) of a sum sufficient to cover the
reasonable expenses actually incurred by the Master Servicer of providing access
or copies (including electronic or digital copies) of any such information
requested in accordance with the preceding sentence.

          (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the
Master Servicer shall not have any


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liability to the Depositor, the Trustee, the Fiscal Agent, the Special Servicer,
any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan
Special Servicer, any Certificateholder, any Certificate Owner, any holder of a
Serviced Companion Mortgage Loan, any holder of a B Note, the Placement Agent,
any Underwriter, any Rating Agency or any other Person to whom it delivers
information pursuant to this Section 8.15 or any other provision of this
Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. In the event any Person brings
any claims relating to or arising from the foregoing against 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 Serviced Companion Mortgage Loan, from amounts held in the related
Serviced Companion Mortgage 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 Special Servicer, the Operating Adviser, the
Seller, the Placement Agent, any Underwriter, any Rating Agency and/or the
Certificateholders, the holder of a Serviced Companion Mortgage 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 Master Servicer, the Special
Servicer, the Rating Agencies, the Operating Adviser or the Depositor may be
accompanied by a letter from the Master Servicer containing the following
provision:

          "By receiving the information set forth herein, you hereby acknowledge
     and agree that the United States securities laws restrict any person who
     possesses material, non-public information regarding the Trust which issued
     Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2004-HQ3 from purchasing or selling such Certificates
     in circumstances where the other party to the transaction is not also in
     possession of such information. You also acknowledge and agree that such
     information is being provided to you for the purpose of, and such
     information may be used only in connection with, evaluation by you or
     another Certificateholder, Certificate Owner or prospective purchaser of
     such Certificates or beneficial interest therein."

          (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is


                                     -203-

<PAGE>

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 Trustee 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 Trustee or the
Luxembourg Paying Agent, as applicable, upon the request of such
Certificateholder, such Certificate Owner, the Trustee 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 Agent, the Underwriters, the Trustee 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 Special Servicer, the
Operating Adviser, the Luxembourg Paying Agent, the Placement Agent, 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
Placement Agent or the Underwriters) sufficient to cover the reasonable costs
and expenses of making such information available.

          Section 8.17 Inspections. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans and
Non-Serviced Mortgage Loans, every calendar year beginning in 2004, or every
second calendar year beginning in 2004 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 CMSA 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 Property every calendar
year beginning in 2004 so long as such Mortgage Loan or Loan Pair continues to
be on the CMSA Watch List; provided, if such Mortgage Loan or Loan Pair is no
longer on the CMSA Watch List at the time the


                                     -204-

<PAGE>

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 Agent, the Underwriters, the Depositor, the
Trustee, the Operating Adviser, the Special Servicer, solely as it relates to
any Loan Pair, to the holder of the related Serviced Companion Mortgage Loan,
and solely as it relates to any A/B Mortgage Loan, to the holder of the related
B Note, and upon request, to any Certificateholder, any Certificate Owner and
the Seller. The Special Servicer shall have the right to inspect or cause to be
inspected (at its own expense) every calendar year any Mortgaged Property
related to a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided that the Special Servicer notifies the Master Servicer prior to such
inspection.

          Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents.

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

          (a) (i) The Master Servicer in accordance with the Servicing Standard
may agree to any modification, waiver, amendment or consent of or relating to
any term other than a Money Term of a Mortgage Loan, a Serviced Companion
Mortgage Loan or a B Note that is not a Specially Serviced Mortgage Loan (such
terms to include, without limitation, Master Servicer Consent Matters set forth
in Section 8.3(a) hereof), provided that such amendment would not result in an
Adverse REMIC Event; and provided, further that if any consent relates to a
release of a letter of credit relating to any Mortgage Loan (other than letters
of credit or portions thereof released upon satisfaction of conditions specified
in the related agreements), then (i) the Master Servicer shall notify the
Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to the Master Servicer as to whether the Master Servicer should approve
the release (and the failure of the Special Servicer to give the Master Servicer
such notice shall automatically be deemed to be an approval by the Special
Servicer that the Master Servicer should grant such release). Notwithstanding
the preceding sentence, if the Master Servicer recommends to approve such
modification, waiver, amendment or consent which is not a Master Servicer
Consent Matter (including, without limitation, any waiver of any requirement
that the Mortgagor post additional reserves or a letter of credit upon the
failure of the Mortgagor to satisfy conditions specified in the Mortgage Loan
documents), the Master Servicer shall provide to the Special Servicer a copy of
the Master Servicer's recommendation and the relevant information obtained or
prepared by the Master Servicer in connection therewith; provided, that (A) the
Special Servicer shall have the right hereunder to grant or withhold consent to
any such proposed modification, waiver, amendment or consent, and such consent
of the Special Servicer shall not be unreasonably withheld, consistent with the
Servicing Standard, (B) failure of the Special Servicer to notify the Master
Servicer, within five Business Days following the Master Servicer's delivery of
the recommendation described above, of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (C) the
Master Servicer shall not enter into any such proposed modification, waiver,
amendment or consent unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described
above. Notwithstanding anything in this Agreement to the contrary, the Master


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<PAGE>

Servicer shall not be required to obtain or request the consent of the Special
Servicer in connection with any modification, waiver or amendment, or granting
its consent to transactions, under one or more of the Mortgage Loans that in
each case the Master Servicer has determined (in accordance with the Servicing
Standard) is immaterial. In any event, the Master Servicer shall promptly notify
the Special Servicer of any material modification, waiver, amendment or consent
executed by the Master Servicer pursuant to this Section 8.18(a)(i) and provide
to the Special Servicer a copy thereof. Notwithstanding the foregoing provisions
of this Section 8.18, if the Mortgage Loan documents require a Mortgagor to pay
a fee for an assumption, modification, waiver, amendment or consent that would
be due or partially due to the Special Servicer, then the Master Servicer shall
not waive the portion of such fee due to the Special Servicer without the
Special Servicer's approval.

               (ii) The Master Servicer may, without the consent of any other
Person, 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 Serviced Companion Mortgage Loan (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 (for an amount sufficient to satisfy such Mortgage Loan) of the
related Mortgaged Property within such 60-day period and continues to make the
Assumed Scheduled Payments with respect to such Balloon Mortgage Loan. The
Master Servicer shall be entitled to (as additional servicing compensation) 100%
of any extension fees collected from a Mortgagor in connection with any
extension pursuant to the immediately preceding sentence. In addition, the
Master Servicer may, with the consent of the Special Servicer after consultation
with the Operating Advisor (such consent to be obtained by the Master Servicer
no later than 30 days following the Maturity Date of the applicable Balloon
Mortgage Loan and, in connection with any request by the Master Servicer for
such consent, the Master Servicer shall provide the Special Servicer with a
recommendation and the materials on which such recommendation is based),
otherwise extend the maturity date of any Balloon Mortgage Loan that is not a
Specially Serviced Mortgage Loan for up to one year (but for no more than two
(2) such extensions of up to one year each) provided that such extension does
not extend beyond the date that is two years prior to the Rated Final
Distribution Date, if the related Borrower has failed to make the Balloon
Payment on such Mortgage Loan or 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. The Master
Servicer shall process all such extensions referred to in the immediately
preceding sentence and shall be entitled to (as additional servicing
compensation) 50% of any extension fees collected from a Mortgagor with respect
to any such extension, and the Special Servicer shall be entitled to the other
50% of such extension fees. Following any such two extensions of the maturity
date of a Mortgage Loan which the Master Servicer is permitted to approve
pursuant to the third sentence of this Section 8.18(a)(ii), the Special Servicer
and not the Master Servicer shall be responsible for determining whether to
further extend and, if so, processing the extension of, the maturity date of
such Mortgage Loan; provided, that it shall not be a Servicing Transfer Event
with respect to any such extension of the maturity date of such Mortgage Loan by
the Master Servicer or the Special Servicer in accordance with this Section
8.18(a)(ii) (if such extension is effected no later than 30 days


                                     -206-

<PAGE>

following the date on which the Balloon Payment was first due, taking into
account any previous extensions thereof, and at such time no other circumstance
referred to in the definition of "Servicing Transfer Event" exists that would
cause such Mortgage Loan to be characterized as a Specially Serviced Mortgage
Loan) until such time as the Special Servicer has approved three such extensions
(of up to one year each) and the Borrower has defaulted at the end of such third
extension. In connection with an extension of the maturity date of a Mortgage
Loan (that is not a Specially Serviced Mortgage Loan) approved by the Special
Servicer in accordance with the preceding sentence, the Special Servicer shall
process all requests and related documentation and shall be entitled to retain
100% of any modification fee or extension fee that is actually paid by the
related Mortgagor. The Special Servicer shall promptly notify the applicable
Master Servicer of any extension granted by the Special Servicer in accordance
with this paragraph.

               (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). Except as provided in the last
sentence of this Section 8.18(b) and Section 8.18(a)(ii), 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. The
Special Servicer shall be entitled to, and the Master Servicer shall forward to
the Special Servicer, 50% of any Modification Fees collected with respect to a
consent, waiver, modification or amendment executed or granted by the Master
Servicer if the approval or consent of the Special Servicer was required in
connection therewith.

               (c) The Master Servicer shall notify the Trustee, 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


                                     -207-

<PAGE>

Mortgage Loan or any term of a Specially Serviced Mortgage Loan. The Master
Servicer shall notify the holder of the B Note and the Serviced Companion
Mortgage Loan of any modification of the monthly payments of an A/B Mortgage
Loan or a Loan Pair, as the case may be, and such monthly payments shall be
allocated in accordance with the related Intercreditor Agreement or Loan Pair
Intercreditor Agreement, as applicable.

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

               (e) The Master Servicer will not be required to obtain a Rating
Agency Confirmation in connection with this Agreement unless the terms of this
Agreement specifically requires the Master Servicer to do so, and if so required
by the terms of this Agreement, the Master Servicer shall not be permitted to
waive (i) the Rating Agency Confirmation requirement or (ii) the obligation of a
Mortgagor to pay all or any portion of any fee payable in connection with
obtaining the Rating Agency Confirmation.

               Section 8.19 Specially Serviced Mortgage Loans.

               (a) The Master Servicer shall send a written notice to the
Special Servicer, the Operating Adviser, the Rating Agencies, the Trustee and
solely as it relates to any A/B Mortgage Loan, to the holder of the related B
Note and solely as it relates to any Loan Pair, to the holder of the related
Serviced Companion Mortgage Loan, within two Business Days after becoming aware
of a Servicing Transfer Event with respect to a Mortgage Loan, which notice
shall identify the related Mortgage Loan and set forth in reasonable detail the
nature and relevant facts of such Servicing Transfer Event and whether such
Mortgage Loan is covered by an Environmental Insurance Policy (and for purposes
of stating whether such Mortgage Loan is covered by an Environmental Insurance
Policy the Master Servicer may rely on Schedule XVII attached hereto) and,
except for the Rating Agencies 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


                                     -208-

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Master Servicer in writing by the Special Servicer as provided hereby. The
Master Servicer shall have no duty to investigate or confirm the accuracy of any
information provided to it by the Special Servicer and shall have no liability
for the inaccuracy of any of its reports due to the inaccuracy of the
information provided by the Special Servicer.

          (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

          Section 8.20 Representations, Warranties and Covenants of the Master
Servicer.

          (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee, 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 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;


                                     -209-

<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 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 securities rated by a
Rating Agency evidencing interests in any Serviced Companion Mortgage Loan or B
Note). 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


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<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,
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 any
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, provided that (i) a successor
servicer (w) is available, (x) has assets of at least $15,000,000, and (y) is
willing to assume the obligations, responsibilities, and covenants to be
performed hereunder by the Master Servicer on substantially the same terms and
conditions, and for not more than equivalent compensation to that herein
provided; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

          Section 8.23 Assignment or Delegation of Duties by Master Servicer.
The Master Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Master Servicer (as provided in Section 8.4) to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer hereunder or (B) assign and delegate all of
its duties hereunder; provided, however, that with respect to clause (B), (i)
the Master Servicer gives the Depositor, the Special Servicer, the holder of the
B Note (only if such assignment/delegation relates to the related A/B Mortgage
Loan), the holder of the Serviced Companion Mortgage 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; (iii) the purchaser or transferee has assets in excess
of $15,000,000; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation; and (v) the Depositor consents to such assignment and
delegation, such consent not be unreasonably withheld. In the case of any such
assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Sub-Servicers in accordance with Section 8.4 hereof.

          Section 8.24 Limitation on Liability of the Master Servicer and
Others.

          (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Fiscal Agent, the
Placement Agent, the Underwriters, the holder of


                                     -211-

<PAGE>

any Serviced Companion Mortgage 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 Serviced Companion
Mortgage 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, Trustee or the Fiscal Agent in this Agreement.
The Trust shall indemnify and hold harmless the Master Servicer from any and all
claims, liabilities, costs, charges, fees or other expenses which relate to or
arise from any such breach of representation, warranty or covenant to the extent
the Master Servicer is unable to recover such amounts from the Person in breach.

          (d) Except as otherwise specifically provided herein:

               (i) the Master Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial


                                     -212-

<PAGE>

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 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 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 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 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 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 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 Fiscal
Agent or the Special Servicer pursuant to this paragraph to the Master Servicer
shall be paid from the Trustee'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 Fiscal Agent or
the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final judgment that the conduct of the Trustee,
the Fiscal Agent or the Special Servicer, as the


                                     -213-

<PAGE>

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, any Serviced Companion Mortgage Loans and any 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 Serviced Companion Mortgage Loans, any B
Notes, any REO Property or the Certificates or any exercise of any right under
this Agreement reasonably requiring the use of counsel or the incurring of
expenses other than any loss, liability or expense incurred by reason of the
Master Servicer's willful misfeasance, bad faith or negligence in the
performance of duties hereunder.

          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 Pool 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 Serviced Companion Mortgage Loan or any 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 Pool 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 a Loan Pair, then such
indemnification shall be paid (x) first, out of collections on, and other
proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion
Mortgage Loan, 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 Serviced Pari Passu Mortgage Loan
and the Serviced Companion Mortgage Loan, in the relative proportions provided
for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate
collections and proceeds described in subclauses (x) and (y) of this clause (2)
are not sufficient to so indemnify the Master Servicer Indemnified Parties on a


                                     -214-

<PAGE>

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 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 Serviced Companion Mortgage Loan or any B Note, as
described above, out of the related Serviced Companion Mortgage Loan Custodial
Account or the related A/B Loan Custodial Account) any payments certified by the
Master Servicer to the Trustee 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 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 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 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 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 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 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 and the Trustee. Any expenses
incurred or indemnification payments made by the Master Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Master Servicer was not
culpable or that the Master Servicer did not act with willful misfeasance, bad
faith or negligence.

          (c) Reserved.


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<PAGE>

          (d) Any Non-Serviced Mortgage Loan Master Servicer and any director,
officer, employee or agent of such Non-Serviced Mortgage Loan Master Servicer
shall be indemnified by the Trust and held harmless against the Trust's pro rata
share of any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to any Non-Serviced
Mortgage Loan Pooling and Servicing Agreement and this Agreement, and relating
to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to
the related Non-Serviced Companion Mortgage Loans), reasonably requiring the use
of counsel or the incurring of expenses other than any losses incurred by reason
of any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad
faith or negligence in the performance of its duties under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

          Section 8.26 Exchange Act Reporting

          (a) The Master Servicer, the Special Servicer, 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 Trustee 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 Trustee 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 Trustee in
EDGAR-compatible form or as otherwise agreed upon by the Trustee 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 Trustee shall prepare and file
on behalf of the Trust a Form 10-K, in substance as required by applicable law
or applicable interpretations thereof of the staff of the Commission. Such Form
10-K shall include as exhibits each annual statement of compliance described
under Sections 8.12 and 9.18 and each accountant's report described under
Sections 8.13 and 9.19, in each case to the extent they have been timely
delivered to the Trustee. If they are not so timely delivered, the Trustee shall
file an amended Form 10-K including such documents as exhibits reasonably
promptly after they are delivered to the Trustee. Each Form 10-K shall also
include any Sarbanes-Oxley Certification required to be included therewith, as
described in paragraph (b) of this Section 8.26. Neither the Trustee nor the
Master Servicer shall have any liability with respect to any failure to properly
prepare, execute or file such periodic reports resulting from the Master
Servicer's or the Trustee'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 Trustee is able to do so under
applicable law, the Trustee 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


                                     -216-

<PAGE>

Certification shall be provided to the Rating Agencies. An officer of the
Depositor shall sign the Sarbanes-Oxley Certification. On or before March 20th
of each year with respect to which a Form 10-K is filed by the Trustee, as set
forth above, the Master Servicer and the Special Servicer (each, a "Performing
Party") shall provide to the Person who signs the Sarbanes-Oxley Certification
(the "Certifying Person") a certification (each, a "Performance Certification"),
in the form set forth on Exhibit CC hereto on which the Certifying Person, the
Depositor (if the Certifying Person is an individual), and the Depositor's
partner, representative, Affiliate, member, manager, director, officer, employee
or agent (collectively with the Certifying Person, "Certification Parties") can
rely. In addition, in the event that any Serviced Companion Mortgage Loan is
deposited into a commercial mortgage securitization, on or before March 20th of
each year with respect to which a Form 10-K is filed by the related trustee for
such commercial mortgage securitization, the Master Servicer and the Special
Servicer, shall provide to the Person who signs the Sarbanes-Oxley Certification
with respect to such commercial mortgage securitization a Performance
Certification (which shall address the matters contained in the Performance
Certification, but solely with respect to the related Serviced Companion
Mortgage Loan) on which such Person and such Person's partner, representative,
Affiliate, member, manager, director, officer, employee or agent can rely.
Notwithstanding the foregoing, nothing in this paragraph shall require any
Performing Party to (i) certify or verify the accurateness or completeness of
any information provided to such Performing Party by third parties, (ii) to
certify information other than to such Performing Party's knowledge and in
accordance with such Performing Party's responsibilities hereunder or under any
other applicable servicing agreement or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of
information called for in written reports prepared by such Performing Party have
been completed except as they have been left blank on their face. In addition,
if directed by the Depositor, such Performing Party shall provide an identical
certification to Depositor's certified public accountants that such Performing
Party provided to its own certified public accountants to the extent such
certification relates to the performance of such Performing Party's duties
pursuant to this Agreement or a modified certificate limiting the certification
therein to the performance of such Performing Party's duties pursuant to this
Agreement. In the event any Performing Party is terminated or resigns pursuant
to the terms of this Agreement, such Performing Party shall provide a
Performance Certification to the Depositor pursuant to this Section 8.26(b) with
respect to the period of time such Performing Party was subject to this
Agreement.

          (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations.

          (d) Nothing contained in this Section 8.26 shall be construed to
require any party to this Agreement other than the Depositor, or any of such
party's officers, to execute any Form 10-K or any party to this Agreement other
than the Depositor, or any of such party's officers, to execute any
Sarbanes-Oxley Certification. The failure of any party to this Agreement other
than the Depositor, or any of such party's officers, to execute any Form 10-K or
any party to this Agreement other than the Depositor, or any of such party's
officers, to execute any Sarbanes-Oxley Certification shall not be regarded as a
breach by such party of any of its


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<PAGE>

obligations under this Agreement. This Section 8.26 may be amended by the
parties hereto pursuant to Section 13.3 for purposes of complying with the
Sarbanes-Oxley Act of 2002 or for purposes of designating the Certifying Person
without any Opinions of Counsel, Officer's Certificates, Rating Agency
Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement.

          Section 8.27 Compliance with REMIC Provisions. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby or the International Plaza Pari Passu Loan REMIC as REMICs under
the Code. The Master Servicer shall take no action or cause any REMIC Pool to
take any action that could (i) endanger the status of any REMIC Pool as a REMIC
under the Code or (ii) result in the imposition of a tax upon any REMIC Pool
(including, but not limited to, the tax on prohibited transactions as defined in
Code Section 860F(a)(2) or on prohibited contributions pursuant to Section
860G(d)) unless the Trustee shall have received a Nondisqualification Opinion
(at the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such tax. The Master Servicer shall comply with the provisions of Article XII
hereof.

          Section 8.28 Termination. The obligations and responsibilities of the
Master Servicer created hereby (other than the obligation of the Master Servicer
to make payments to the Trustee as set forth in Section 8.29 and the obligations
of the Master Servicer to the Trustee, 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), (viii) or (ix) has occurred, 60 days following the date on
which the Trustee or Depositor gives written notice to the Master Servicer that
the Master Servicer is terminated or (iii) if an Event of Default described in
clauses 8.28(a)(i), (ii), (v), (vi), (vii) or (viii) 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 Trustee 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


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<PAGE>

the Master Servicer contained in this Agreement which continues unremedied for a
period of 30 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Master Servicer
by the Depositor or the Trustee; provided, however, that if the Master Servicer
certifies to the Trustee and the Depositor that the Master Servicer is in good
faith attempting to remedy such failure, such cure period will be extended to
the extent necessary to permit the Master Servicer to cure such failure;
provided, further that such cure period may not exceed 90 days; or

               (iv) any breach of the representations and warranties contained
in Section 8.20 hereof that materially and adversely affects the interest of any
holder of any Class of Certificates and that continues unremedied for a period
of 30 days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given to the Master Servicer by the Depositor or
the Trustee, provided, however, that if the Master Servicer certifies to the
Trustee and the Depositor that the Master Servicer is in good faith attempting
to remedy such breach, such cure period will be extended to the extent necessary
to permit the Master Servicer to cure such breach; provided, further that such
cure period may not exceed 90 days; or

               (v) 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

               (vi) 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

               (vii) 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;

               (viii) 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; or

               (ix) the Master Servicer receives actual knowledge that Moody's
has (i) qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (ii) placed one or more Classes of Certificates on
"watch status" in contemplation of a rating downgrade or withdrawal (and such
"watch status" placement shall not have been withdrawn by Moody's within 60 days
of the date that the Master Servicer obtained such actual knowledge) and, in the
case of either of clauses (i) or (ii), citing servicing concerns with the Master
Servicer as the sole or material factor in such rating action.


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<PAGE>

          (b) If the Master Servicer is terminated based upon an Event of
Default set forth in clause (i) (as to the obligation to make P&I Advances),
(viii) or (ix) of Section 8.28(a), then the Master Servicer shall have the right
to enter into a primary servicing agreement with the successor Master Servicer
with respect to all Mortgage Loans that are not then subject to a primary
servicing agreement, so long as the terminated Master Servicer is on the
approved list of commercial mortgage loan servicers maintained by S&P.

          (c) Notwithstanding the other provisions of this Section 8.28, (A) if
any Event of Default on the part of the Master Servicer occurs that affects a
Serviced Companion Mortgage Loan or (B) for so long as any Serviced Companion
Mortgage Loan is serviced hereunder and is included in a securitization that is
rated by Fitch, Inc. ("Fitch"), if (x) 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 issued in such
securitization or (y) the Master Servicer has been downgraded to a servicer
rating level below "CMS3" (or its equivalent) by Fitch, and in either case, the
Master Servicer is not otherwise terminated in accordance with this Section
8.28, then, at the request of the holder of such affected Serviced Companion
Mortgage Loan, the Trustee shall require the Master Servicer to appoint, within
30 days of the Trustee's request, a Sub-Servicer (or, if the related Mortgage
Loan is currently being sub-serviced, to replace, within 30 days of the
Trustee's request, the then-current Sub-Servicer with a new Sub-Servicer) with
respect to the related Mortgage Loan. In connection with the Master Servicer's
appointment of a Sub-Servicer at the request of the Trustee in accordance with
this Section 8.28(c), if such Sub-Servicer does not have a servicer rating of
either "CPS3" or better or "CMS3" or better (or its equivalent by Fitch), then
the Master Servicer shall obtain a Rating Agency Confirmation (such Rating
Agency Confirmation to be an expense of the requesting Serviced Companion
Mortgage Loan holder). The related Sub-Servicing Agreement shall provide that
any Sub-Servicer appointed by the Master Servicer at the request of the Trustee
in accordance with this Section 8.28(c) shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this
Agreement with respect to the subject Loan Pair.

          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 Trustee shall be made, shall be given
promptly in writing by the Master Servicer to the Trustee 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 the Trustee and the Trust
and the Fiscal Agent as provided herein) shall terminate and the Master Servicer
shall transfer to the Trustee 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


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<PAGE>

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, 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)(v), 8.28(a)(vi)
or 8.28(a)(vii), 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 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 (viii), (ix) 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.


                                     -221-

<PAGE>

          (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, not later than 30 days after termination
of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder
with the highest cash bid (or such other Qualified Bidder as the Master Servicer
may direct) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof, and in
connection therewith to deliver the amount of the Successful Bidder's cash bid
to the Trustee by wire transfer of immediately available funds to an account
specified by the Trustee no later than 10:00 a.m. New York City time on the date
specified for the assignment and assumption of the servicing rights hereunder.

          (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

          (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

          (g) Reserved.

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

          Section 8.30 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.

                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                              BY SPECIAL SERVICER

          Section 9.1 Duties of Special Servicer.


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<PAGE>

          (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 Serviced Companion Mortgage 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. Certain of the provisions of this Article IX make
explicit reference to their applicability to Mortgage Loans, any Serviced
Companion Mortgage 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
Serviced Companion Mortgage Loan (but any other terms that are defined in
Article I and used in this Article IX shall be construed according to such
definitions without regard to this sentence).

          (b) The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or
effort in connection therewith and (ii) if the Special Servicer elects to
provide such ad hoc reports, the Special Servicer may require the Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
The Special Servicer's obligations with respect to the servicing of any
Specially Serviced Mortgage Loan and any related REO Properties shall terminate
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage
Loan, unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

          (c) The Special Servicer shall send a written notice to the Master
Servicer, the Operating Adviser and the Trustee 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 Trustee, 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
Serviced Companion Mortgage 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


                                     -223-

<PAGE>

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
Serviced Companion Mortgage Loan shall be deposited in the related Serviced
Companion Mortgage 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.

          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 "Aa2" as rated by Moody's and "BBB"
as rated by S&P, the Special Servicer may self-insure for the Servicer Fidelity
Bond and the Servicer Error and Omissions Insurance Policy.

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


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<PAGE>

          Section 9.4 Special Servicer General Powers and Duties.

          (a) Subject to the other terms and provisions of this Agreement (and,
in the case of any Non-Serviced Mortgage Loan, subject to the servicing of such
Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master
Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer), 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
Serviced Companion Mortgage Loan, as applicable), any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Specially Serviced Mortgage
Loans and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney
in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from
time to time, upon request, with any additional powers of attorney of the Trust,
empowering the Special Servicer to take such actions as it determines to be
reasonably necessary to comply with its servicing, administrative and management
duties hereunder, and the Trustee shall execute and deliver or cause to be
executed and delivered such other documents as a Special Servicing Officer may
request, that are necessary or appropriate to enable the Special Servicer to
service, administer and manage the Specially Serviced Mortgage Loans and carry
out its duties hereunder, in each case as the Special Servicer determines is in
accordance with the Servicing Standard and the terms of this Agreement;
provided, that, prior to initiating any proceedings in any court of law or
equity (but not defending any proceedings in any court of law or equity) or
instituting any proceeding to foreclose on any Mortgaged Property in the name of
the Trust in any state, the Special Servicer shall notify the Trustee in writing
and not institute or initiate any such proceedings for a period of three
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 three Business Days to preserve the property of the Trust for the
benefit of Certificateholders, and the Trustee may within three 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 Serviced Companion Mortgage Loan, if applicable), as shall be consistent
with the Opinion of Counsel obtained by the Trustee. Such Person or Persons
shall acknowledge in writing that such action is being taken by the Special
Servicer in the name of the Trust (or holder of a B Note or the Serviced
Companion Mortgage Loan, if applicable). In the performance of its duties
hereunder, the Special Servicer shall be an independent contractor and shall
not, except in those instances where it is, after notice to the Trustee as
provided above, taking action in the name of the Trust (or holder of a B Note or
the Serviced Companion Mortgage Loan, if applicable), be deemed to be the agent
of the Trust (or holder of a B Note or the Serviced Companion Mortgage Loan, as
applicable). The Special


                                     -225-

<PAGE>

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, 2004); provided
further that the Special Servicer shall, at the expense of the Trust, inspect or
cause to be inspected a Mortgaged Property as soon as practicable after the
related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Special
Servicer shall provide to the Master Servicer (who shall provide, solely as it
relates to any A/B Mortgage Loan, to the holder of the related B Note, and
solely as it relates to any Loan Pair, to the holder of the related Serviced
Companion Mortgage Loan) and the Operating Adviser copies of the Inspection
Reports relating to such inspections as soon as practicable after the completion
of any inspection.

          (c) Reserved.

          (d) Pursuant to the related Loan Pair Intercreditor Agreement, each
owner of a Serviced Companion Mortgage Loan has agreed that the Master Servicer
and the Special Servicer are authorized and obligated to service and administer
such Serviced Companion Mortgage Loan pursuant to this Agreement.
Notwithstanding anything herein to the contrary, the parties hereto acknowledge
and agree that the Special Servicer's obligations and responsibilities hereunder
and the Special Servicer's authority with respect to a Serviced Pari Passu
Mortgage Loan are limited by and subject to the terms of the related Loan Pair
Intercreditor Agreement. At such time when the related Serviced Companion
Mortgage Loan is deposited into a different commercial mortgage securitization
(the "Other Securitization"), the Special Servicer shall be required to consult
with the special servicer of the Other Securitization (the "Other Special
Servicer") in respect thereof, and shall provide the Other Special Servicer with
an opportunity to review any proposed action to be taken in respect thereof. The
Other Special Servicer shall have such opportunity to consult with the Special
Servicer for a period from the date of receipt of the 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 Special
Servicer shall implement its written proposal if the Other Special Servicer does
not disapprove the proposed action within the Initial Review Period, unless the
Special Servicer has been directed to do otherwise by the Operating Adviser (in
which event the Special


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Servicer shall advise the Other Special Servicer of such alternate course of
action). If the Other Special Servicer disagrees with any aspect of the written
proposal and, after consulting with the Special Servicer during the Initial
Review Period, is unable to reach agreement on the proper course of action and
notifies the Special Servicer of its disagreement in writing, then the Other
Special Servicer shall be entitled to an additional period of five Business Days
(the "Additional Review Period") to continue its discussions with the Special
Servicer and the Operating Adviser. If the Other Special Servicer and the
Special Servicer agree on a revised course of action within the Initial Review
Period or the Additional Review Period, then the Special Servicer shall revise
the written proposal to reflect the agreed upon revised course of action and
shall implement that course of action. If the Other Special Servicer and the
Special Servicer are unable to agree on the appropriate course of action by the
end of the Additional Review Period, then the Special Servicer shall decide, in
accordance with the Servicing Standard set forth in this Agreement, what course
of action to follow. If an Event of Default has occurred and is continuing with
respect to the Special Servicer under this Agreement, which Event of Default
does not relate to any Mortgage Loan other than the related Loan Pair, then the
trustee under the pooling and servicing agreement relating to the Other
Securitization (the "Other Pooling and Servicing Agreement") shall be entitled
to direct the Trustee to (a) terminate the defaulting Special Servicer solely
with respect to the related Loan Pair and (b) appoint a successor Special
Servicer that meets the eligibility requirements of the Other Pooling and
Servicing Agreement and this Agreement. In such event, the trustee under the
Other Pooling and Servicing Agreement shall 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 issued under the Other
Securitization or the Other Operating Adviser. The replacement of the Special
Servicer with respect to a Loan Pair, as contemplated above, will in any event
be subject to obtaining Rating Agency Confirmation hereunder and any required
Rating Agency Confirmation with respect to the certificates by the trustee under
the Other Pooling and Servicing Agreement.

          (e) Pursuant to the applicable Non-Serviced Mortgage Loan
Intercreditor Agreement, the owners of a Non-Serviced Mortgage Loan have agreed
that such owner's rights in, to and under such Non-Serviced Mortgage Loan are
subject to the servicing and all other rights of the applicable Non-Serviced
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan
Special Servicer and such Non-Serviced Mortgage Loan Master Servicer and
Non-Serviced Mortgage Loan Special Servicer are authorized and obligated to
service and administer such Non-Serviced Mortgage Loan pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement. Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that
the Special Servicer's obligations and responsibilities hereunder and the
Special Servicer's authority with respect to any Non-Serviced Mortgage Loan are
limited by and subject to the terms of the applicable Non-Serviced Mortgage Loan
Intercreditor Agreement and the rights of the applicable Non-Serviced Mortgage
Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special
Servicer with respect thereto under the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. The Special Servicer shall take such actions as
it shall deem reasonably necessary to facilitate the servicing of any
Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master
Servicer and the applicable Non-Serviced Mortgage Loan 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 applicable Non-Serviced Mortgage Loan Master
Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


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          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 ownership interest
in the related Mortgagor, or

               (ii) provides that such Specially Serviced Mortgage Loan may not
be assumed, or ownership interests in the related Mortgagor may not be
transferred, without the consent of the related mortgagee in connection with any
such sale or other transfer,

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or exceeds $35,000,000 (or
$25,000,000 in the case of Moody's) 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 Moody's and S&P a memorandum
outlining its analysis and recommendation in accordance with the Servicing
Standard, together with copies of all relevant documentation. The Special
Servicer shall also prepare and provide Moody's and S&P with such memorandum and
documentation for all transfer, assumption and encumbrance consents granted for
Mortgage Loans below the threshold set forth above, but for which the Special
Servicer's decision will be sufficient and a Rating Agency Confirmation is not
required. As to any Mortgage Loan that is not a Specially Serviced Mortgage Loan
and contains a provision in the nature of a "due-on-sale" clause, the Special
Servicer shall have the rights and duties set forth in Section 8.7(b). The
Special Servicer shall be entitled to 100% of all assumption fees in connection
with Specially Serviced Mortgage Loans.

          After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon;
provided, that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall


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<PAGE>

otherwise enter into any assumption or substitution agreement only if the credit
status of the prospective new mortgagor and the underwriting of the new
mortgagor is in compliance with the Special Servicer's regular commercial
mortgage origination or servicing standards and criteria. The Special Servicer
shall notify the Master Servicer of any such assignment and assumption or
substitution agreement and the Special Servicer shall forward to the Trustee the
original of such agreement, which original shall be added by the Trustee to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

          (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

          (c) Subject to the Servicing Standard and Sections 9.39 and 9.40, and
the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders, the
holder of the related Serviced Companion Mortgage Loan and the holder of 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 holder of the related Serviced Companion Mortgage Loan
and the holder of the related B Note (as a collective whole) to be performed at
a rate, taking into account 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) and the risk of
collection, (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 any B Note) to occur or adversely affect the tax
status of any trust including a B Note and (D) if notice to the Operating
Adviser of such modification, waiver or amendment is required pursuant to
Section 9.39, the Special Servicer has made such notice. The Special Servicer,
with respect to any B Note and any Serviced Companion Mortgage Loan that is a
Specially Serviced Mortgage Loan, shall notify the holder of the B Note and the
Serviced Companion Mortgage Loan, as applicable, of any modification of the
monthly payments of an


                                     -229-

<PAGE>

A/B Mortgage Loan or a Loan Pair, as the case may be, and such monthly payments
shall be allocated in accordance with the related Intercreditor Agreement or
Loan Pair Intercreditor Agreement, as applicable.

          In no event, however, shall the Special Servicer (i) extend the
Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is two
years prior to the Rated Final Distribution Date or (ii) if the Specially
Serviced Mortgage Loan is secured by a ground lease, extend the Maturity Date of
such Specially Serviced Mortgage Loan unless the Special Servicer gives due
consideration to the remaining term of such ground lease. The Special Servicer
shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged
Property covered by a group secured creditor impaired property environmental
insurance policy for more than five years beyond such Mortgage Loan's Maturity
Date unless a new Phase I Environmental Report indicates that there is no
environmental condition or the Mortgagor obtains, at its expense, an extension
of such policy on the same terms and conditions to cover the period through five
years past the extended Maturity Date, provided that, (i) if such Mortgage Loan
is secured by a ground lease, the Special Servicer shall give due consideration
to the remaining term of the ground lease and (ii) in no case shall the Maturity
Date of any such Mortgage Loan be extended past a date that is two years prior
to the Rated Final Distribution Date.

          The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 9.5(c) shall be evidenced
by an Officer's Certificate certifying the information in the proviso to the
first paragraph under this subsection (c).

          (d) In the event the Special Servicer intends to permit a Mortgagor to
substitute collateral for all or any portion of a Mortgaged Property pursuant to
Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to
Section 9.5(c), if the security interest of the Trust, the holder of any
Serviced Companion Mortgage 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 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


                                     -230-

<PAGE>

Mortgage Loan, the Special Servicer shall request the Seller to make such
payment by deposit to the Certificate Account.

          (e) The Special Servicer will promptly deliver to the Master Servicer,
the Operating Adviser, the Trustee, the Rating Agencies (and, solely with
respect to an A/B Mortgage Loan, the related B Note Holder) a notice, specifying
any such assignments and assumptions, modifications, waivers or amendments, such
notice identifying the affected Specially Serviced Mortgage Loan. Such notice
shall set forth the reasons for such waiver, modification, or amendment
(including, but not limited to, information such as related income and expense
statements, rent rolls, occupancy status, property inspections, and an internal
or external appraisal performed in accordance with MAI standards and
methodologies (and, if done externally, the cost of such appraisal shall be
recoverable as a Servicing Advance subject to the provisions of Section 4.4
hereof)). The Special Servicer shall also deliver to the Trustee (or the
Custodian), for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment promptly
following the execution thereof.

          (f) No fee described in this Section shall be collected by the Special
Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of the Mortgage Loan if the
collection of such fee would cause such consent, modification, waiver or
amendment to be a "significant modification" of the Mortgage Note within the
meaning of Treasury Regulation Section 1.860G-2(b). Subject to the foregoing,
the Special Servicer shall use its reasonable efforts, in accordance with the
Servicing Standard, to collect any modification fees and other expenses
connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed
modification shall not impair the right of the Special Servicer, the Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

          (g) The Special Servicer shall cooperate with the Master Servicer (as
provided in Section 8.7) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be
entitled to receive 50% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section 8.7(a)
and 50% of any assumption fee paid by the related Mortgagor in connection with
an assignment and assumption executed pursuant to Section 8.7(b). The Special
Servicer shall be entitled to 100% of any assumption fee received in connection
with a Specially Serviced Mortgage Loan.

          (h) Notwithstanding anything herein to the contrary, (i) the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Operating Adviser prior to acting,
and provisions of this Agreement requiring such shall be of no effect, if the
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC


                                     -231-

<PAGE>

Event with respect to any REMIC Pool, (C) expose the Trust, the Depositor, the
Master Servicer, the Special Servicer, the Fiscal 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 a
     lien on an 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
     or a lien on an ownership interest in the Mortgagor,

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 and any other loans
secured by the related Mortgaged Property, if any) that is greater than or equal
to 85% and a Debt Service Coverage Ratio (which includes debt service on Junior
Indebtedness and any other loans secured by the related Mortgaged Property, 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


                                     -232-

<PAGE>

of a request for release signed by a Special Servicing Officer substantially in
the form of Exhibit C, release the related Mortgage File to the Special
Servicer. After the transfer of servicing with respect to any Specially Serviced
Mortgage Loan to the Special Servicer, in accordance with the Servicing
Standard, the Master Servicer shall notify, in writing, the Mortgagor under each
Specially Serviced Mortgage Loan transferred to the Special Servicer, of such
transfer.

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

          (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in
the possession of the Special Servicer related to such Rehabilitated Mortgage
Loan. Prior to the transfer of servicing with respect to any Rehabilitated
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard,
the Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

          Section 9.7 Documents, Records and Funds in Possession of Special
Servicer To Be Held for the Trustee.

          (a) The Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of the Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the Special Servicer in respect of any
Specially Serviced Mortgage Loan or any REO Property or which otherwise are
collected by the Special Servicer as Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds in respect of any Specially Serviced Mortgage Loan or any
REO Property shall be transmitted to the Master Servicer within one Business Day
of receipt to the Certificate Account, except that if such amounts relate to REO
Income, they shall be deposited in the REO Account. The Special Servicer shall
provide access to information and documentation regarding the Specially Serviced
Mortgage Loans to the Trustee, the Master Servicer, the Fiscal Agent, the
Operating Adviser and their respective agents and accountants at any time upon
reasonable written request and during normal business hours, provided that the
Special Servicer shall not be required to take any action or provide any
information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder;
provided further that the Trustee shall be entitled to receive from the Special
Servicer all such information as the Trustee 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 or the
Operating Adviser's purposes.

          (b) The Special Servicer hereby acknowledges that the Trust (and/or
the holder of the related B Note, if an A/B Mortgage Loan is involved and/or the
holder of the related Serviced Companion Mortgage 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


                                     -233-

<PAGE>

(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 Serviced Companion Mortgage 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.

          Section 9.8 Representations, Warranties and Covenants of the Special
Servicer.

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

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

               (ii) the Special Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and
validly authorized the execution, delivery and performance 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 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


                                     -234-

<PAGE>

terms of any other material agreement or instrument to which it is a party or by
which it may be bound, or any law, governmental rule, regulation, or judgment,
decree or order applicable to it of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects its ability to perform its obligations under this Agreement;

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

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

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

          (c) Any cause of action against the Special Servicer arising out of
the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Special Servicer by any of the
Trustee, the Master Servicer or the Fiscal Agent. The Special Servicer shall
give prompt notice to the Trustee, the Fiscal Agent, Depositor, the Operating
Adviser and the Master Servicer of the occurrence, or the failure to occur, of
any event that, with notice, or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

          Section 9.9 Standard Hazard, Flood and Comprehensive General Liability
Insurance Policies.

          (a) For all REO Property (other than REO Property relating to a
Non-Serviced Mortgage Loan), 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 B Note and
Serviced Companion Mortgage Loan, 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


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<PAGE>

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 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, 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 so require unless the
Special 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. The Special Servicer shall notify
the Trustee of any such determination.

          (d) 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 Serviced Companion Mortgage 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


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<PAGE>

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 "A2" by Moody's and "A-" by S&P or otherwise approved
by the Rating Agencies or (ii) if the Special Servicer, provided that the rating
of such Person's long-term debt is not less than "A2" by Moody's and "A-" by S&P
self-insures for its obligations as set forth in the first paragraph of this
Section 9.9. In the event that the Special Servicer shall cause any Mortgage
Loan, Serviced Companion Mortgage 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, Serviced Companion Mortgage 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 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, A/B Mortgage Loan or Serviced Companion Mortgage Loan or
(ii) if there is no deductible limitation required under the Mortgage Loan, A/B
Mortgage Loan or Serviced Companion 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 Serviced Companion Mortgage 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


                                     -237-

<PAGE>

Mortgaged Properties, the reference to "REO Property" in the preceding sentence
shall be construed on a property-by-property basis to refer separately to the
acquired real property that is a successor to each of such Mortgaged Properties,
thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation
Proceeds received in connection with a final disposition of, and Condemnation
Proceeds received in connection with, each such acquired property as the
Liquidation Proceeds related to that property are received. The Special Servicer
shall also be entitled to additional special servicing compensation of an amount
equal to the excess, if any, of the aggregate Prepayment Interest Excess
relating to Mortgage Loans which are Specially Serviced Mortgage Loans which
have received voluntary Principal Prepayments not from Liquidation Proceeds or
from modifications of Specially Serviced Mortgage Loans for each Distribution
Date over the aggregate Prepayment Interest Shortfalls for such Mortgage Loans
for such Distribution Date. If the Special Servicer resigns or is terminated for
any reason, it shall retain the right to receive any Work-Out Fees payable on
Mortgage Loans that became Rehabilitated Mortgage Loans while it acted as
Special Servicer and remained Rehabilitated Mortgage Loans at the time of such
resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

          (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw (i) from the Certificate Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a B Note), (ii) from any
Serviced Companion Mortgage Loan Custodial Account, the Special Servicer
Compensation to the extent related solely to the related Serviced Companion
Mortgage Loan and (iii) from any A/B Loan Custodial Account, the Special
Servicer Compensation to the extent related solely to the related B Note, in the
time and manner set forth in Section 5.2 of this Agreement. The Special Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder and shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

          (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the Special
Servicer, to the extent not required to be deposited in the Certificate Account
pursuant to the terms of this Agreement (other than any such fees payable in
connection with any Non-Serviced Mortgage Loan). The Special Servicer shall be
entitled to, and the Master Servicer shall forward to the Special Servicer, 50%
of any Modification Fees collected with respect to a consent, waiver,
modification or amendment executed or granted by the Master Servicer if the
approval or consent of the Special Servicer was required in connection
therewith. The Special Servicer shall be entitled to retain 100% of any
Modification Fee or extension fee that is actually paid by the related Borrower
in connection with an extension of the maturity date of a Mortgage Loan (that is
not a Specially Serviced Mortgage Loan) approved or consented to by the Special
Servicer in accordance with Section 8.18(a)(ii), unless such approval or consent
of the Special Servicer is to an extension contemplated by the third sentence of
Section 8.18(a)(ii), in which case the Special Servicer shall be entitled to
only 50% of such extension fee and the Master Servicer shall be entitled to the
other 50%. 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


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<PAGE>

9.5(a) (other than any such fees payable in connection with any Non-Serviced
Mortgage Loan). To the extent any component of Special Servicer Compensation is
in respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related 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 (and in the case of any A/B Mortgage Loan, the holder of the
related B Note and the Trust as a collective whole and in the case of any Loan
Pair, the holder of the related Serviced Companion Mortgage Loan and the Trust
as a collective whole).

          (b) The Special Servicer shall not acquire any personal property
relating to any Specially Serviced Mortgage Loan pursuant hereto unless either:

               (i) such personal property is incidental to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or

               (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC Pool will
not cause the imposition of a tax on any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

          (c) Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not
otherwise acquire possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action the Trust, or any trust
that holds a Serviced Companion Mortgage 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


                                     -239-

<PAGE>

practices in the case of commercial loans for environmental assessments, which
report shall be delivered to the Trustee, that:

               (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such actions as are necessary to bring the Mortgaged Property in
compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions;

               (ii) taking such actions as are necessary to bring the Mortgaged
Property in compliance with applicable Environmental Laws is reasonably likely
to produce a greater recovery on a net present value basis than pursuing a claim
under the Environmental Insurance Policy; and

               (iii) there are no circumstances or conditions present or
threatened at such Mortgaged Property relating to the use, management, disposal
or release of any hazardous substances, hazardous materials, hazardous wastes,
or petroleum-based materials for which investigation, testing, monitoring,
removal, clean-up or remediation could be required under any federal, state or
local law or regulation, or that, if any such materials are present for which
such action could be required, after consultation with an environmental expert
taking such actions with respect to the affected Mortgaged Property is
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions); provided, however, that such compliance pursuant to clause (i)
and (ii) above or the taking of such action pursuant to this clause (iii) shall
only be required to the extent that the cost thereof is a Servicing Advance of
the Master Servicer 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 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 Serviced Companion Mortgage 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


                                     -240-

<PAGE>

(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 Serviced Companion Mortgage 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 Serviced Companion Mortgage Loan if
in connection with a Loan Pair) solely for the purpose of its prompt disposition
and sale.

          Section 9.14 Operation of REO Property

          (a) The Special Servicer shall segregate and hold all funds collected
and received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Serviced
Companion Mortgage Loan if in connection with a Loan Pair) in the name of
"LaSalle Bank National Association, as Trustee for the Holders of Morgan Stanley
Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2004-HQ3,
the holder of any Serviced Companion Mortgage 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.


                                     -241-

<PAGE>

          (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO Property, including, without limitation, the
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which
shall deposit the amount of such loss (to the extent not offset by income from
other investments) in the REO Account, out of its own funds immediately as
realized. If the Special Servicer deposits in any REO Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the REO Account, any provision herein to the contrary notwithstanding.

          (c) If the Trust acquires the Mortgaged Property, the Special Servicer
shall have full power and authority, in consultation with the Operating Adviser,
and subject to the specific requirements and prohibitions of this Agreement and
any applicable consultation rights of the holder of the related B Note relating
to an A/B Mortgage Loan, to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the Special Servicer deems to be in the best interest of the
Trust (and in the case of any A/B Mortgage Loan, the holder of the related B
Note and the Trust as a collective whole and in the case of any Loan Pair, the
holder of the related Serviced Companion Mortgage 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:


                                     -242-

<PAGE>

               (i) the terms and conditions of any such contract shall not be
inconsistent herewith;

               (ii) the terms of such contract shall be consistent with the
provisions of Section 856 of the Code and Treasury Regulation Section
1.856-4(b)(5);

               (iii) only to the extent consistent with (ii) above, any such
contract shall require, or shall be administered to require, that the
Independent Contractor (A) pay all costs and expenses incurred in connection
with the operation and management of such Mortgaged Property underlying the REO
Property and (B) deposit on a daily basis all amounts payable to the Trust in
accordance with the contract between the Trust and the Independent Contractor in
an Eligible Account;

               (iv) none of the provisions of this Section 9.14 relating to any
such contract or to actions taken through any such Independent Contractor shall
be deemed to relieve the Special Servicer of any of its duties and obligations
to the Trustee with respect to the operation and management of any such REO
Property;

               (v) if the Independent Contractor is an Affiliate of the Special
Servicer, the consent of the Operating Adviser and a Nondisqualification Opinion
must be obtained; and

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

          The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for the Trust (and, if
applicable, the holder of a B Note or a Serviced Companion Mortgage 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 the
International Plaza Pari Passu Loan REMIC or REMIC I by the REO Property would
not result in the imposition of a tax upon the International Plaza Pari Passu


                                     -243-

<PAGE>

Loan REMIC or 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 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
Trustee with all information for the Trustee to file the necessary tax returns
in connection therewith and (iii) upon request from the Trustee, pay from such
account to the Trustee the amount of the applicable tax. The Trustee shall file
the applicable tax returns based on the information supplied by the Special
Servicer and pay the applicable tax from the amounts collected by the Special
Servicer.

          Subject to, and without limiting the generality of the foregoing, the
Special Servicer, on behalf of the Trust, shall not:

               (i) permit the Trust to enter into, renew or extend any New Lease
with respect to the REO Property, if the New Lease by its terms will give rise
to any income that does not constitute Rents from Real Property;

               (ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real Property;

               (iii) authorize or permit any construction on the REO Property,
other than the completion of a building or other improvement thereon, and then
only if more than ten percent of the construction of such building or other
improvement was completed before default on the Mortgage Loan became imminent,
all within the meaning of Section 856(e)(4)(B) of the Code; or

               (iv) Directly Operate, other than through an Independent
Contractor, or allow any other Person to Directly Operate, other than through an
Independent Contractor, the REO Property on any date more than 90 days after the
Acquisition Date; unless, in any such case, the Special Servicer has requested
and received an Opinion of Counsel at the Trust's sole expense to the effect
that such action will not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(without giving effect to the final sentence thereof) at any time that it is
held by the applicable REMIC Pool, in which case the Special Servicer may take
such actions as are specified in such Opinion of Counsel.

          Section 9.15 Sale of REO Property.

          (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable
consistent with the objective of maximizing proceeds for all Certificateholders
(and with respect to a Serviced Companion Mortgage Loan or a B Note, for the
holders of such loans, as a collective whole), 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


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to the extent necessary to comply with then-current 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, in which case the Special
Servicer shall continue to attempt to sell the REO Property for its fair market
value for such period longer than the period specified above as such Extension
permits or (ii) the Special Servicer seeks and subsequently receives, at the
expense of the Trust, a Nondisqualification Opinion, addressed to the Trustee
and the Special Servicer, to the effect that the holding by the Trust of such
REO Property subsequent to the period specified above after its acquisition will
not result in the imposition of taxes on "prohibited transactions" of a REMIC,
as defined in Section 860F(a)(2) of the Code, or cause any REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding. If the
Trustee has not received an Extension or such Opinion of Counsel and the Special
Servicer is not able to sell such REO Property within the period specified
above, or if an Extension has been granted and the Special Servicer is unable to
sell such REO Property within the extended time period, the Special Servicer
shall, after consultation with the Operating Adviser, before the end of such
period or extended period, as the case may be, auction the REO Property to the
highest bidder (which may be the Special Servicer) in accordance with the
Servicing Standard; provided, however, that no Interested Person shall be
permitted to purchase the REO Property at a price less than the Purchase Price;
and provided, further that if the Special Servicer intends to bid on any REO
Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii)
the Trustee shall promptly obtain, at the expense of the Trust an Appraisal of
such REO Property (or internal valuation in accordance with the procedures
specified in Section 6.9) and (iii) the Special Servicer shall not bid less than
the fair market value set forth in such Appraisal. Neither the Seller nor the
Depositor may purchase REO Property at a price in excess of the fair market
value thereof.

          (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee 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 Serviced Companion Mortgage Loan, 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
(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 Serviced Companion Mortgage Loan, 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.

          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


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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, Class R-III
and Class R-IP Certificateholders).

          Section 9.17 Reserved

          Section 9.18 Annual Officer's Certificate as to Compliance. The
Special Servicer shall deliver to the Trustee and the Master Servicer on or
before noon (Eastern Time) on March 15 of each calendar year (or March 14 if a
leap year), commencing in March 2005, an Officer's Certificate stating, as to
the signer thereof, that (A) a review of the activities of the Special Servicer
during the preceding calendar year or portion thereof and of the performance of
the Special Servicer under this Agreement has been made under such officer's
supervision and (B) to the best of such officer's knowledge, based on such
review, the Special Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. The Special Servicer
shall deliver such Officer's Certificate to the Depositor and the Trustee by
April 7 of each calendar year. The Special Servicer shall forward a copy of each
such statement to the Rating Agencies. The Trustee 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 2005, 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 Trustee and the Master Servicer (in electronic format) a statement to the
effect that (a) such firm has examined certain documents and records relating to
the servicing of the Mortgage Loans under this Agreement or the servicing of
mortgage loans similar to the Mortgage Loans under substantially similar
agreements for the preceding calendar year and (b) the assertion by management
of the Special Servicer, that it maintained an effective internal control system
over the servicing of such mortgage loans is fairly stated in all material
respects, based upon established criteria, which statement meets the standards
applicable to accountant's reports intended for general distribution; provided
that each of the Master Servicer and the Special Servicer shall not be required
to cause the delivery of such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor that a Report on Form
10-K is not required to be filed in respect of the Trust Fund for the preceding
calendar year. The Special Servicer shall deliver such statement to the
Depositor, each Rating Agency, the Trustee, and, upon request, the Operating
Adviser by April 7 of each calendar year (or by April 30 of each calendar year
if the statement is not required to be delivered until April 15). The Trustee
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,


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<PAGE>

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 any Serviced Companion Mortgage Loan or 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.

          Section 9.21 Resignation of Special Servicer.

          (a) Except as otherwise provided in this Section 9.21, the Special
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Special Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation (including with
respect to any securities rated by a Rating Agency evidencing interests in any
Serviced Companion Mortgage Loan or 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, 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 Serviced Companion Mortgage 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


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<PAGE>

portion of such Work-Out Fees), in each case until such time (if any) as such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note again becomes a
Specially Serviced Mortgage Loan or is no longer included in the Trust.

          Section 9.22 Assignment or Delegation of Duties by Special Servicer.
The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in
Section 9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer
and the Trustee notice of such assignment and delegation; (ii) such purchaser or
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Special Servicer, with like effect as if
originally named as a party to this Agreement; (iii) the purchaser or transferee
has assets in excess of $15,000,000; (iv) such assignment and delegation is the
subject of a Rating Agency Confirmation; and (v) the Depositor consents to such
assignment and delegation, such consent not be unreasonably withheld.
Notwithstanding the above, the Special Servicer may appoint Sub-Servicers in
accordance with Section 9.3 hereof.

          Section 9.23 Limitation on Liability of the Special Servicer and
Others.

          (a) Neither the Special Servicer nor any of the directors, officers,
employees or agents of the Special Servicer shall be under any liability to the
Certificateholders, the holder of any B Note, the holder of any Serviced
Companion Mortgage 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 Serviced Companion Mortgage Loan and the
Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such


                                     -248-

<PAGE>

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 which is in conflict with the Servicing Standard.

          (b) In addition, the Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Special Servicer and conforming to the requirements of
this Agreement. Neither the Special Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgment made in good faith by any officer, unless it shall be proved that the
Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

          (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer, the Fiscal Agent or the Trustee in this
Agreement. The Trust shall indemnify and hold harmless the Special Servicer from
any and all claims, liabilities, costs, charges, fees or other expenses which
relate to or arise from any such breach of representation, warranty or covenant
to the extent such amounts are not recoverable from the party committing such
breach.

          (d) Except as otherwise specifically provided herein:

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

               (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


                                      -249-

<PAGE>

               (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
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 or the
Fiscal Agent's, as the case may be, respective willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or by reason of
negligent disregard by such Person of its respective duties hereunder, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of any of the Special Servicer's
duties hereunder or by reason of negligent disregard of the Special Servicer's
obligations and duties hereunder. The Special Servicer shall promptly notify the
Master Servicer, the Trustee and the Fiscal Agent if a claim is made by a third
party entitling the Special Servicer to indemnification hereunder, whereupon the
Master Servicer or the Trustee, 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 or the
Trustee shall not affect any rights the Special Servicer may have to
indemnification hereunder or otherwise, unless the interest of the Master
Servicer or the Trustee 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 or the Fiscal 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 or
Fiscal 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 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 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 (the "Special Servicer Indemnified Parties") shall be
indemnified and held harmless by the Trust out of collections on, and other
proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B
Notes against any and all claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments and any other costs, liabilities, fees and
expenses (collectively, "Special Servicer Losses") incurred in connection with
any legal action relating to this Agreement, any Mortgage Loans, any Serviced
Companion Mortgage Loans, any B Notes, any REO Property or the Certificates or
any exercise of any right under this Agreement reasonably requiring the use of
counsel or the incurring of expenses other than any loss, liability or expense
incurred by reason of the Special Servicer's willful misfeasance, bad faith or
negligence in the performance of duties hereunder. If such loss, liability or
expense


                                      -250-

<PAGE>

relates to an A/B Mortgage Loan but does not relate to the related A Note and
does not relate primarily to the administration of the Trust or any REMIC formed
hereunder or the International Plaza Pari Passu Loan REMIC 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 and then out of collections on, and other
proceeds of, the Mortgage Loans. Notwithstanding the foregoing, if such loss,
liability or expense relates solely to a particular Serviced Pari Passu Mortgage
Loan (or another Mortgage Loan included in the Trust) or a particular Serviced
Companion Mortgage Loan and not any B Note, then such indemnification shall be
paid first out of collections on, and other proceeds of, such Serviced Pari
Passu Mortgage Loan, other Mortgage Loan or Serviced Companion Mortgage Loan, as
applicable, and then out of collections on, and other proceeds of, the Mortgage
Loans (and not out of proceeds of any related B Note).

          (b) The Special Servicer agrees to indemnify the Trust, and the
Trustee, the Fiscal Agent, the Depositor, the Master Servicer 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 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 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 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 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 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 Trustee or Fiscal Agent. Any expenses
incurred or indemnification payments made by the Special Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Special Servicer was not
culpable or found to have acted with willful misfeasance, bad faith or
negligence.

          (c) The initial Special Servicer and the Depositor expressly agree
that the only information furnished by or on behalf of the Special Servicer for
inclusion in the Preliminary Prospectus Supplement and the Final Prospectus
Supplement is the information set forth in the paragraph under the caption
"SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.


                                      -251-

<PAGE>

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

          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 Serviced Companion Mortgage 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.

          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


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<PAGE>

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) the date on which the Trustee or
the Operating Adviser has given written notice to the Special Servicer that the
Special Servicer 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 any Loan Pair (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 on which the Trustee has given written notice to the Special Servicer
that this Agreement is terminated with respect to the Special Servicer's
obligations with respect to such Loan Pair 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 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 materially and adversely affected thereby, such
cure period will be extended to the extent necessary to permit the Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (iv) the Special Servicer has made one or more false or
misleading representations or warranties herein that


                                      -253-

<PAGE>

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 S&P 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 S&P to any Class of
Certificates; (vi) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Special Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60
days; (vii) the Special Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings relating to the Special Servicer or of or
relating to all or substantially all of its property; (viii) the Special
Servicer thereof shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations, or
take any corporate action in furtherance of the foregoing; or (ix) a Special
Servicing Officer of the Special Servicer receives actual knowledge that Moody's
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (B) placed one or more Classes of Certificates on
"watch status" in contemplation of a rating downgrade or withdrawal (and such
"watch status" placement shall not have been withdrawn by Moody's within 60 days
of the date that a Special Servicing Officer of the Special Servicer obtained
such actual knowledge) and, in the case of either of clauses (A) or (B), citing
servicing concerns with the Special Servicer as the sole or material factor in
such rating action. Such termination shall be effective on the date that the
Trustee specifies in a written notice to the Special Servicer stating that the
Special Servicer is terminated due to one of the foregoing events having
occurred and any applicable cure period or grace period specified above for such
event having expired. 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
interests in any Serviced Companion Mortgage Loan or 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


                                      -254-

<PAGE>

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)).

          (d) Notwithstanding the other provisions of this Section 9.30, (A) if
any Event of Default on the part of the Special Servicer occurs that affects a
Serviced Companion Mortgage Loan or (B) for so long as any Serviced Companion
Mortgage Loan is serviced hereunder and is included in a securitization that is
rated by Fitch, if 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 issued in such securitization, and in either case,
the Special Servicer is not otherwise terminated in accordance with this Section
9.30, then such holder of the affected Serviced Companion Mortgage Loan may
require the Trustee to terminate the duties and obligations of the Special
Servicer with respect to the subject Loan Pair only, but as to no other Mortgage
Loan; and, in such event, subject to the applicable consultation rights of any
particular related Serviced Companion Mortgage Loan under the related Loan Pair
Intercreditor Agreement, the Operating Adviser shall appoint (or, in the event
of the failure of the Operating Adviser to so appoint, the Trustee shall
appoint), within 30 days of such Serviced Companion Mortgage Loan holder's
request, a replacement special servicer with respect to the related Loan Pair.
In connection with the appointment of a replacement special servicer with
respect to a Loan Pair at the request of a related Serviced Companion Mortgage
Loan holder under this Section 9.30(d), the Trustee shall obtain a Rating Agency
Confirmation (such Rating Agency Confirmation to be an expense of the requesting
Serviced Companion Mortgage Loan holder). Any replacement special servicer
appointed at the request of a Serviced Companion Mortgage Loan holder in
accordance with this Section 9.30(d) shall be responsible for all duties, and
shall be entitled to all compensation, of the Special Servicer under this
Agreement with respect to the subject Loan Pair. If a replacement special
servicer is appointed with respect to a Loan Pair at the request of a Serviced
Companion Mortgage Loan holder in accordance with this Section 9.30(d) (any such
replacement special servicer, a "Loan Pair-Specific Special Servicer"), such
that there are multiple parties acting as Special Servicer hereunder, then,
unless the context clearly requires otherwise: (i) when used in the context of
imposing duties and obligations on the Special Servicer hereunder or the
performance of such duties and obligations, the term "Special Servicer" shall
mean the related Loan Pair-Specific Special Servicer, insofar as such duties and
obligations relate to a Loan Pair as to which a Loan Pair-Specific Special
Servicer has been appointed, and shall mean the General Special Servicer, in all
other cases (provided that, in Section 9.18 and Section 9.19, the term "Special
Servicer" shall mean each Loan Pair-Specific Special Servicer and the General
Special Servicer); (ii) when used in the context of identifying the recipient of
any information, funds, documents, instruments and/or other items, the term
"Special Servicer" shall mean the related Loan Pair-Specific Special Servicer,
insofar as such information, funds, documents, instruments and/or other items
relate to a Loan Pair as to which a Loan Pair-Specific Special Servicer has been
appointed in accordance with this Section 9.30(d), and shall mean the General
Special Servicer, in all other cases; (iii) when used in the context of granting
the Special Servicer the right to purchase Specially Serviced Mortgage Loans
pursuant to Section 9.36, the term "Special Servicer" shall mean the related
Loan Pair-Specific Special Servicer, if such Specially Serviced Mortgage Loan is
part of a Loan Pair as to which a Loan Pair-Specific Special Servicer has been
appointed in accordance with this Section 9.30(d), and shall mean the General
Special Servicer, in all other cases; (iv) when used in the context of granting
the Special Servicer the right to purchase all of the Mortgage Loans and any REO
Properties remaining in the Trust pursuant to Section 10.1(b), the term "Special
Servicer" shall


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<PAGE>

mean the General Special Servicer only; (v) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities
and/or indemnities hereunder, the term "Special Servicer" shall mean each Loan
Pair-Specific Special Servicer and the General Special Servicer; and (vi) when
used in the context of requiring indemnification from, imposing liability on, or
exercising any remedies against, the Special Servicer for any breach of a
representation or warranty hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any
negligent disregard of such duties and obligations or otherwise holding the
Special Servicer responsible for any of the foregoing, the term "Special
Servicer" shall mean the related Loan Pair-Specific Special Servicer or the
General Special Servicer, as applicable. References in this Section 9.30(d) to
"General Special Servicer" means the Person performing the duties and
obligations of special servicer with respect to the Mortgage Loans (exclusive of
each and every Loan Pair as to which a Loan Pair-Specific Special Servicer has
been appointed).

          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 no
later than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month in
which the final Distribution Date will occur. Upon any such termination, the
rights and duties of the Special Servicer (other than the rights and duties of
the Special Servicer pursuant to Sections 9.8, 9.21, 9.23 and 9.24 hereof) shall
terminate and the Special Servicer shall transfer to the Master Servicer the
amounts remaining in each REO Account and shall thereafter terminate each REO
Account and any other account or fund maintained with respect to the Specially
Serviced Mortgage Loans.

          (b) On the date specified in a written notice of termination given to
the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of the Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided, that in no event shall the termination of the Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded the Special Servicer as successor Special Servicer, notified the
Special Servicer of such designation, and such successor Special Servicer shall
have assumed the Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed the Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of the Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
The Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent
in effecting the termination of the Special Servicer's responsibilities and
rights hereunder as Special Servicer including, without limitation, providing
the Trustee all documents and records in electronic or other form reasonably
requested by it to enable the successor Special Servicer designated by the
Trustee to assume the Special Servicer's functions hereunder and to effect the
transfer to such successor for administration by it of all amounts which shall
at the time be or should have been deposited by the Special Servicer


                                      -256-

<PAGE>

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

          (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) 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, any Serviced Companion Mortgage Loan and any 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 Serviced Companion Mortgage Loans) 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).


                                      -257-

<PAGE>

          Section 9.32 Certain Special Servicer Reports.

          (a) The Special Servicer, for each Specially Serviced Mortgage Loan,
shall provide to the Master Servicer one (1) Business Day after the
Determination Date for each month, the CMSA Special Servicer Loan File 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 Trustee may use
such report 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 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
Trustee at the reasonable request in writing of the Master Servicer or the
Trustee, any information in its possession with respect to the Specially
Serviced Mortgage Loans which the Master Servicer or Trustee, as the case may
be, shall require in order for the Master Servicer or the Trustee to comply with
its obligations under this Agreement; provided that the Special Servicer shall
not be required to take any action or provide any information that the Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder. The Master Servicer shall provide the
Special Servicer at the request of the Special Servicer any information in its
possession with respect to the Mortgage Loans which the Master Servicer shall
require in order for the Special Servicer to comply with its obligations under
this Agreement.

          (d) Not later than 20 days after each Special Servicer Remittance
Date, the Special Servicer shall forward to the Master Servicer a statement
setting forth the status of each REO Account as of the close of business on such
Special Servicer Remittance Date, stating that all remittances required to be
made by it as required by this Agreement to be made by the Special Servicer have
been made (or, if any required distribution has not been made by the Special
Servicer, specifying the nature and status thereof) and showing, for the period
from the day following the preceding Special Servicer Remittance Date to such
Special Servicer Remittance Date, the aggregate of deposits into and withdrawals
from each REO Account for each category of deposit specified in Section 5.1 of
this Agreement and each category of withdrawal specified in Section 5.2 of this
Agreement.

          (e) The Special Servicer shall use reasonable efforts to obtain and,
to the extent obtained, to deliver to the Master Servicer, the Trustee, the
Rating Agencies and the Operating Adviser, on or before April 15 of each year,
commencing with April 15, 2004, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each


                                      -258-

<PAGE>

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, 2004 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 Trustee, 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 and the Trustee all such other information with respect to the
Specially Serviced Mortgage Loans at such times and to such extent as the Master
Servicer, the Trustee or the Depositor may from time to time reasonably request;
provided, however, that the Special Servicer shall not be required to produce
any ad hoc non-standard written reports with respect to such Mortgage Loans
except if any Person (other than the Trustee) requesting such report pays a
reasonable fee to be determined by the Special Servicer.

          (g) The Special Servicer shall deliver a written Inspection Report of
each Specially Serviced Mortgage Loan in accordance with Section 9.4(b) to the
Operating Adviser.

          (h) The Special Servicer shall provide, as soon as practicable after a
Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master Servicer
its estimate of the net recoverable amount to the Certificateholders (and the
holder of the B Note if in connection with an A/B Mortgage Loan and the holder
of the Serviced Companion Mortgage 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 Trustee.

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

          (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters,


                                      -259-

<PAGE>

the expense of which shall not be an expense of the Trust unless otherwise
reimbursable pursuant to this Agreement:

               (i) whether the foreclosure of a Mortgaged Property relating to a
Specially Serviced Mortgage Loan would be in the best economic interest of the
Trust;

               (ii) if the Special Servicer elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be sought
because the likely recovery will or will not be sufficient to warrant the cost,
time and exposure of pursuing such judgment;

               (iii) whether the waiver or enforcement of any "due-on-sale"
clause or "due-on-encumbrance" clause contained in a Mortgage Loan or a
Specially Serviced Mortgage Loan is in the best economic interest of the Trust;

               (iv) in connection with entering into an assumption agreement
from or with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

               (v) in connection with the foreclosure on a Specially Serviced
Mortgage Loan secured by a Mortgaged Property which is not in compliance with
CERCLA, or any comparable environmental law, whether it is in the best economic
interest of the Trust to bring the Mortgaged Property into compliance therewith
and an estimate of the cost to do so; and

               (vi) with respect to any proposed modification (which shall
include any proposed release, substitution or addition of collateral),
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the
basis on which the Special Servicer made such determination, including the
status of any existing material default or the grounds for concluding that a
payment default is imminent.

          Section 9.34 Reserved

          Section 9.35 Reserved

          Section 9.36 Sale of Defaulted Mortgage Loans.

          (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class, the Special Servicer and the Seller as to
those Mortgage Loans sold to the Depositor by such Seller only (in such
capacity, together with any assignee, the "Option Holder") shall, in that order,
have the right, at its option (the "Option"), to purchase a Mortgage Loan (other
than the GIC Office Portfolio Pari Passu 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


                                      -260-

<PAGE>

Note to purchase the A Note pursuant to the terms of the related 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 a REMIC Pool) or if such Mortgage Loan is an A Note, to
the holder of the related B Note pursuant to the terms of the related
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. The Certificate Registrar shall notify the
Trustee as to the identity of the holder of Certificates evidencing the greatest
percentage interest in the Controlling Class for purposes of determining an
Option Holder.

          (b) The purchase price in connection with the exercise of the Option
(the "Option Purchase Price") shall be an amount equal to the fair value of the
related Mortgage Loan, as determined by the Special Servicer. Prior to the
Special Servicer's determination of fair value referred to above, the fair value
of a Mortgage Loan shall be deemed to be an amount equal to the Purchase Price
plus (i) any prepayment penalty or yield maintenance charge then payable upon
the prepayment of such Mortgage Loan and (ii) the reasonable fees and expenses
of the Special Servicer, the Master Servicer and the Trustee incurred in
connection with the sale of the Mortgage Loan. The Special Servicer shall
determine the fair value of a Mortgage Loan on the later of (A) as soon as
reasonably practical upon the Mortgage Loan becoming 60 days delinquent or upon
the Balloon Payment becoming delinquent and (B) the date that is 75 days after
the Special Servicer's receipt of the Servicer Mortgage File relating to such
Mortgage Loan, and the Special Servicer shall promptly notify the Option Holder
(and the Trustee and each of the other parties set forth above that could become
the Option Holder) of (i) the Option Purchase Price and (ii) if such Mortgage
Loan is an A Note, that the A Note is subject to the terms of the related
Intercreditor Agreement and that any purchaser of the A Note will be subject to
such Intercreditor Agreement. The Special Servicer is required to recalculate
the fair value of the Mortgage Loan if there has been a material change in
circumstances or the Special Servicer has received new information (including,
without limitation, any cash bids received from the holder of the related B Note
in connection with an A Note), either of which has a material effect on the fair
value, provided that the Special Servicer shall be required to recalculate the
fair value of the


                                      -261-

<PAGE>

Mortgage Loan if the time between the date of last determination of the fair
value of the Mortgage Loan and the date of the exercise of the Option has
exceeded 60 days. Upon any recalculation, the Special Servicer shall be required
to promptly notify in writing each Option Holder (and the Trustee and each of
the other parties set forth above that could become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the Special Servicer shall take into account, among other factors,
the results of any Appraisal or updated Appraisal that it or the Master Servicer
may have obtained in accordance with this Agreement within the prior twelve
months; any views on fair value expressed by Independent investors in mortgage
loans comparable to the Mortgage Loan (provided that the Special Servicer shall
not be obligated to solicit such views); the period and amount of any
delinquency on the affected Mortgage Loan; whether to the Special Servicer's
actual knowledge, the Mortgage Loan is in default to avoid a prepayment
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust's obligation to dispose of any REO
Property as soon as practicable consistent with the objective of maximizing
proceeds for all Certificateholders, but in no event later than the three-year
period (or such extended period) specified in Section 9.15. If the Mortgage Loan
as to which the Option relates is a Serviced Pari Passu Mortgage Loan, then the
Option Holder, in connection with its exercise of such option, shall also be
required to purchase the related Serviced Companion Mortgage Loan if the Option
Holder then has the right to purchase such Serviced Companion Mortgage Loan.
Pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement, if the holder of the option thereunder repurchases a Non-Serviced
Companion Mortgage Loan in connection with its exercise of such option, then the
holder of the option shall also be required to purchase the related Non-Serviced
Mortgage Loan, only to the extent set forth in such Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. If the Mortgage Loan as to which the Option
relates is a Non-Serviced Mortgage Loan, and the party exercising the purchase
option under the Other Companion Loan Pooling and Servicing Agreement in respect
of the related Non-Serviced Companion Mortgage Loan is not required thereunder
to simultaneously purchase the related Non-Serviced Mortgage Loan held by the
Trust upon a purchase of the Non-Serviced Companion Mortgage Loan, then the
Special Servicer shall calculate the Option Purchase Price of the Non-Serviced
Mortgage Loan based upon the fair market value calculation performed by the
special servicer or other party under the Other Companion Loan Pooling and
Servicing Agreement (upon which the Special Servicer may rely), to the extent
provided to the Special Servicer.

          (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 Serviced Pari Passu
Mortgage Loan, the holder of the related Serviced Companion Mortgage Loan) by
the Option Holder at its discretion at any time after its receipt of notice from
the Special Servicer that an Option is exercisable with respect to a specified
Mortgage Loan, and upon such assignment such third party shall have all of the
rights granted to the Option Holder hereunder in respect of the Option. Such
assignment shall only be effective upon written notice (together with a copy of
the executed assignment and assumption agreement) being delivered to the
Trustee, the Master Servicer and the Special Servicer, and


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<PAGE>

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 selected by the
Trustee with reasonable care and 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 Seller pursuant to Section 2.3. In addition, the Option
with respect to an A Note shall terminate upon the purchase of the A Note by the
holder of the related B Note pursuant to the related Intercreditor Agreement.

          (f) Unless and until an Option Holder exercises an Option, the Special
Servicer shall continue to service and administer the related Mortgage Loan in
accordance with the Servicing Standard and this Agreement, and shall pursue such
other resolution or recovery strategies, including workout or foreclosure, as is
consistent with this Agreement and the Servicing Standard.

          Section 9.37 Operating Adviser; Elections.

          (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the Operating Adviser. The Operating Adviser
shall be elected for the purpose of receiving reports and information from the
Special Servicer in respect of the Specially Serviced Mortgage Loans.

          (b) The initial Operating Adviser is GMAC Institutional Advisors, LLC.
The Controlling Class shall give written notice to the Trustee 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 Trustee, not less than 10 nor more than 60 days prior to the
meeting. The notice shall state the place and the time of the meeting, which may
be held by telephone. A majority of Certificate Balance of the Certificates of
the then Controlling Class,


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<PAGE>

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 Trustee 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 Trustee on or prior to
the date of such election. Immediately upon receipt by the Trustee 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. 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 Trustee, of more than 50% of the
Certificate Balance of the Holders of the Certificates of the then Controlling
Class.

          (e) The Trustee shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Trustee
shall be conclusive. Notwithstanding any other provisions of this Section 9.37,
the Trustee may make such reasonable regulations as it may deem advisable for
any election.

          (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

          Section 9.38 Limitation on Liability of Operating Adviser. The
Operating Adviser shall have no liability to the Trust, the holder of any
Serviced Companion Mortgage 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 Serviced Companion Mortgage Loan and 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.


                                      -264-

<PAGE>

          Section 9.39 Duties of Operating Adviser. The Operating Adviser 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 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 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;

               (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 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


                                      -265-

<PAGE>

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.

          With respect to items (vii), (viii) and (ix), the Operating Adviser
shall be subject to the same time periods for advising the Special Servicer with
respect to any such matters as are afforded to the Special Servicer pursuant to
Section 8.7, which periods shall be co-terminous with those of Special Servicer.
In addition, the Operating Adviser may direct the Trustee to remove the Special
Servicer at any time upon the appointment and acceptance of such appointment by
a successor to the Special Servicer; provided that, prior to the effectiveness
of any such appointment, the Trustee shall have received Rating Agency
Confirmation from each Rating Agency. The Operating Adviser shall pay any costs
and expenses incurred by the Trust in connection with the removal and
appointment of a Special Servicer (unless such removal is based on any of the
events or circumstances set forth in Section 9.30(b)).

          Notwithstanding anything herein to the contrary, no advice, direction
or objection from the Operating Adviser, as contemplated by this Section 9.39 or
elsewhere, 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 Master Servicer (with respect to any Non-Serviced Mortgage Loan
that is not a "Specially Serviced Mortgage Loan" under the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement) or Special Servicer (with respect
to any Non-Serviced Mortgage Loan that is a "Specially Serviced Mortgage Loan"
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement),
as applicable, is authorized to exercise the rights and powers of the Trustee,
as holder of the Mortgage Note for each of the Non-Serviced Mortgage Loans,
under each of the related Non-Serviced Mortgage Loan Intercreditor Agreements
and Non-Serviced Mortgage Loan Pooling and Servicing Agreements to the extent
set forth in this Agreement. The Master Servicer or Special Servicer, as
applicable, shall be subject to the same limitations, constraints and
restrictions in exercising such rights and powers as would be applicable to the
Trustee, in its capacity as holder of the Mortgage Note for the applicable
Non-Serviced Mortgage Loan and shall be further subject to such consultation or
approval rights of the Operating Adviser under this Section 9.39 as would be
applicable if such Non-Serviced Mortgage Loan were serviced under this
Agreement. Subject to any section of the applicable Non-Serviced Mortgage Loan
Intercreditor Agreement that specifically addresses a particular matter with
respect to a Non-Serviced Mortgage Loan, if the Trustee is requested to take any
action in its capacity as holder of the Mortgage Note for such Non-Serviced
Mortgage Loan, the Trustee will notify in writing the Master Servicer or Special
Servicer, as applicable, and, subject to Section 7.1, act in accordance with the
instructions of, such party to the extent set forth in this Agreement; provided,
that the Trustee shall not be required to take any action at the direction of
the Master Servicer or Special Servicer, as applicable, that is not permitted
under applicable law or the terms of the related Non-Serviced Mortgage Loan
Intercreditor Agreement and Non-Serviced Mortgage Loan Pooling and Servicing
Agreement. Notwithstanding the foregoing, any such party may only exercise (but
shall never be required to exercise) any purchase option or cure rights with
respect to a Non-Serviced Companion Mortgage Loan in its individual capacity and
not on behalf of the Trust.


                                      -266-

<PAGE>

          Section 9.40 Rights of the Holder of a B Note. With respect to each
A/B Mortgage Loan (if any), the holder of the B Note shall have such consent
rights or consultation rights, during the specified time periods, as are set
forth in the related Intercreditor Agreement.

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

          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
Serviced Companion Mortgage Loan (as a collective whole), then 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 provided for in the related
Intercreditor Agreement.

          In addition, with respect to any A/B Mortgage Loan, to the extent
provided for in the related Intercreditor Agreement, 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 any 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 or the Special Servicer to take any action (other than those provided
for in the related Intercreditor Agreement), the Master Servicer or the Special
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 or the Special Servicer in taking such action. The Master Servicer or
the Special Servicer shall notify the holder of the B Note, prior to taking the
related action, if the Master Servicer or the Special 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.


                                      -267-

<PAGE>

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

          Section 10.1 Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans.

          (a) The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee, to make payments to the Class R-I
Certificateholders, the Class R-II Certificateholders, the Class R-III
Certificateholders and the Class R-IP 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 and the Luxembourg
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
Trustee shall promptly forward such notice to 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 Trustee'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 Controlling Class, the holder of the majority of the Class R-I
Certificates, the Special Servicer or the Master Servicer, as the case may be,
the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon at
the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee
Rate if the Master Servicer is the purchaser), with respect to the Mortgage
Loans to the Due Date for each Mortgage Loan ending in the Collection Period
with respect to which such purchase occurs, plus unreimbursed Advances and
interest on such unreimbursed Advances at the Advance Rate, and the fair market


                                      -268-

<PAGE>

value of any other property remaining in the International Plaza Pari Passu Loan
REMIC and REMIC I. The Trustee shall consult with the Placement Agent and the
Underwriters or their respective successors, as advisers, in order for the
Trustee to determine whether the fair market value of the property constituting
the Trust has been offered; provided that, if the Placement Agent or any
Underwriter or an Affiliate of the Placement Agent or the Underwriters is
exercising its right to purchase the Trust assets, the Trustee shall consult
with the Operating Adviser in order for the Trustee to determine the fair market
value, provided that the Operating Adviser is not an Affiliate of the Class R-I
Holder, 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 Controlling Class, 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 the International Plaza
Pari Passu Loan REMIC and REMIC I (which will in turn result in the termination
of REMIC II and REMIC III) upon (i) the delivery to the Trustee and the
Depositor of an Opinion of Counsel (which opinion shall be at the expense of
such Holders) stating that such termination will be a "qualified liquidation" of
each REMIC Pool under Section 860F of the Code, and (ii) the payment of any and
all costs associated with such termination. Such termination shall be made in
accordance with Section 10.3.

          (d) Upon the termination of the Trust, any funds or other property
held by the Class S Grantor Trust related to Excess Interest shall be
distributed to the Class S Certificateholders, on a pro rata basis, whether or
not the respective Certificate Balances thereof have been reduced to zero.

          (e) Upon the sale of the A Note relating to an A/B Mortgage Loan by
the Trust or the payment in full of such A Note, the related B Note shall no
longer be subject to this Agreement and shall no longer be serviced by the
Master Servicer or the Special Servicer.

          Section 10.2 Procedure Upon Termination of Trust.

          (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Rating Agencies, the Class R-IP, 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-IP, Class R-I, Class R-II and REMIC III
Certificates will be made, and upon presentation and surrender of the Class
R-IP, 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-IP, 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


                                     -269-

<PAGE>

given to Holders of the Class R-IP, 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-IP, Class R-I, Class R-II and REMIC III Certificates
shall terminate and the Trustee shall terminate, or request the Master Servicer
to terminate, the Certificate Account and the Distribution Account and any other
account or fund maintained with respect to the Certificates, subject to the
Trustee's obligation hereunder to hold all amounts payable to the Class R-IP,
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-IP, 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-IP, Class R-I, Class R-II and
REMIC III Certificateholders to surrender their certificates evidencing the
Class R-IP, 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-IP, 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-IP, 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-IP, Class R-I, Class R-II and REMIC III Certificates shall not have
been surrendered for cancellation, the Trustee 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-IP, 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 Trustee 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 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 and the Trustee 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 the International Plaza Pari Passu Loan REMIC (unless
previously liquidated in a "qualified liquidation"), REMIC I, REMIC II or REMIC
III) shall adopt a plan of complete liquidation of each such REMIC Pool, meeting
the requirements of a qualified liquidation under the REMIC Provisions, which
plan need not be in any special form and the date of which, in


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<PAGE>

general, shall be the date of the notice specified in Section 10.2(a) and shall
be specified in a statement attached to the federal income tax return of each
REMIC Pool;

               (ii) At or after the date of adoption of such a plan of complete
liquidation and at or prior to the time of making of the final payment on the
REMIC III Certificates, the Trustee shall sell all of the assets of the Trust
for cash at the Termination Price; provided that if the Holders of the Class R-I
Certificates are purchasing the assets of the Trust, the amount to be paid by
such Holders may be paid net of the amount to be paid to such Holders as final
distributions on any Certificates held by such Holders;

               (iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited, (A) to the Holders of the Class R-IP Certificates all assets of the
International Plaza Pari Passu Loan REMIC remaining after such final payment of
the International Plaza Pari Passu Loan REMIC Regular Interest, (B) 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, (C) 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 (D) 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 International Plaza
Pari Passu Loan REMIC Regular Interest, 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, Class R-III or
Class R-IP 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, Class R-III and Class R-IP 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


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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 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 Trustee is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee,
within fifteen days after receipt by the Certificate Registrar of a request by
the Trustee in writing, a list, in such form as the Trustee 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 Trustee 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 Trustee 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.


                                     -272-

<PAGE>

          (c) Every Holder, by receiving and holding a Certificate, agrees with
the Depositor, the Certificate Registrar, the Master Servicer and the Trustee
that neither the Depositor, the Certificate Registrar, the Master Servicer nor
the Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was derived.

          Section 11.3 Acts of Holders of Certificates.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor.
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 and the Depositor, 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
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 or
the Depositor in reliance thereon, whether or not notation of such action is
made upon such Certificate.


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                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST 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 Trustee to treat the segregated
pool of assets consisting of the Majority Mortgage Loans, the International
Plaza Pari Passu Loan REMIC Regular Interest, such amounts related to the
Majority Mortgage Loans as shall from time to time be held in the Certificate
Account and the Interest Reserve Account, such amounts related to the Majority
Mortgage Loans and the International Plaza Pari Passu Loan REMIC Regular
Interest as shall from time to time be held in the Distribution Account, the
related Insurance Policies and any related REO Properties as a REMIC ("REMIC I")
under the Code, other than any portion of the foregoing amounts allocable to a B
Note or Serviced Companion Mortgage 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 REMIC I Residual Interest shall be designated as
the sole Class of "residual interests" in REMIC I. The Trustee 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 Trustee 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 Trustee to treat the segregated pool
of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC III")
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC III
Certificates are issued. For purposes of such election, the Class A-1, Class
A-2, Class A-3, Class A-4, Class X-1 (each Class X-1 Certificate representing
multiple "regular interests" in REMIC III, as set forth in the Preliminary
Statement), Class X-2 (each Class X-2 Certificate representing multiple "regular
interests" in REMIC III, as set forth in the Preliminary Statement), Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q and Class S Certificates (but other
than the Class S Grantor Trust Interest) 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.


                                     -274-

<PAGE>

          The Trustee 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
International Plaza Pari Passu Loan REMIC Regular Interest, REMIC I Regular
Interests, the REMIC II Regular Interests, the REMIC III Regular Interests and
the Residual Certificates.

          (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool (other than the International Plaza Pari Passu Loan REMIC) within the
meaning of Section 860G(a)(9) of the Code.

          (c) The Trustee 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 Trustee 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 Trustee, 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 Trustee
shall prepare and file Form 8811 on behalf of each REMIC Pool and shall
designate an appropriate Person to respond to inquiries by or on behalf of
Certificateholders for original issue discount and related information in
accordance with applicable provisions of the Code.

          (e) The Trustee 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 Trustee, except that if additional state tax returns are
required to be filed in more than three states, the Trustee 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 Trustee 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
Trustee to enable it to perform its obligations under this subsection, and the
Trustee shall be entitled to conclusively rely on such information in the
performance of its obligations hereunder. The Depositor shall indemnify the
Trust, the Trustee 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 and the Depositor for any
liability or assessment against the Trustee, the Fiscal Agent, the Depositor 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


                                     -275-

<PAGE>

Trustee 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 Trustee. 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 Trustee or the Special Servicer, or the termination of this
Agreement.

          (f) The Trustee 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 Trustee shall provide (i) to the Internal Revenue Service or other
Persons (including, but not limited to, the Transferor of a Residual
Certificate, to a Disqualified Organization or to an agent that has acquired a
Residual Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.

          (g) The Trustee 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 Trustee as the
Depositor may reasonably request in writing. Moreover, the Trustee 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 Trustee 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 Trustee) to the
extent required by applicable law. The Trustee 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, Class R-III and Class R-IP Certificates, respectively (or of
the greatest percentage of such Class R-I, Class R-II, Class R-III and Class
R-IP 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 Trustee 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 Trustee as their agent and attorney in fact. If the Code or
applicable regulations prohibits the Trustee 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 Trustee 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 Trustee shall not be required to expend or risk its own
funds or otherwise incur any other financial liability in the performance


                                     -276-

<PAGE>

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 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, the Master
Servicer and the Special Servicer, within the scope of its express duties, and
shall each act in accordance with this Agreement and the REMIC Provisions in
order to create and maintain the status of each REMIC Pool as a REMIC and the
Class S Grantor Trust as a grantor trust or, as appropriate, adopt a plan of
complete liquidation with respect to each REMIC Pool.

          (j) The Trustee, the 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, (ii) result in the imposition of a tax upon any REMIC Pool (including
but not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2)) or (iii) endanger the status of the Class S Grantor Trust as a
grantor trust unless the Trustee 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 or the Holders of the Residual Certificates to undertake
such action.

          (k) In the event that any tax is imposed on any REMIC Pool, 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
Pool 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 Trustee, 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 Trustee out of amounts on deposit in the
Distribution Account.

          (l) The Trustee 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


                                     -277-

<PAGE>

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 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 Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee reasonably determines to be relevant for tax purposes on the valuations
and offering prices of the Certificates, including, without limitation, the
yield, prepayment assumption, issue prices and projected cash flows of the
Certificates, as applicable, and the projected cash flows of the Mortgage Loans.
Thereafter, the Depositor shall provide to the Trustee or its designee, promptly
upon request therefor, any such additional information or data within the
Depositor's possession or knowledge that the Trustee may, from time to time,
reasonably request in order to enable the Trustee to perform its duties as set
forth herein. The Trustee 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 Fiscal Agent, and each REMIC Pool for any losses, liabilities,
damages, claims, expenses (including attorneys' fees) or assessments against the
Trustee, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Trustee 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 Trustee (but not resulting from the methodology
employed by the Trustee) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Trustee and the Fiscal Agent.

          The Trustee 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 Trustee 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,


                                     -278-

<PAGE>

maintain substantially all of the assets of the International Plaza Pari Passu
Loan REMIC and 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 II Regular
Interests and for each Class of REMIC I Regular Interests is the Rated Final
Distribution Date; provided that the "latest possible maturity date" for the
Class X-2 Certificates is the Distribution Date in March, 2012 and the "latest
possible maturity date" for the International Plaza Pari Passu Loan REMIC
Regular Interests is January 8, 2008.

          Section 12.2 Prohibited Transactions and Activities. Neither the
Trustee, the Master Servicer nor the Special Servicer shall permit the sale,
disposition or substitution of any of the Mortgage Loans (except in a
disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii)
the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any
REMIC Pool in a "qualified liquidation" as defined in Section 860F(a)(4) of the
Code, or (iv) a substitution pursuant to Article II hereof), nor acquire any
assets for the Trust, except as provided in Article II hereof, nor sell or
dispose of any investments in the Certificate Account or Distribution Account
for gain, nor accept any contributions to any REMIC Pool (other than a cash
contribution during the 3-month period beginning on the Startup Day), unless it
has received an Opinion of Counsel (at the expense of the Person requesting such
action) to the effect that such disposition, acquisition, substitution, or
acceptance will not (A) affect adversely the status of any REMIC Pool as a REMIC
or of the REMIC Certificates, other than the Residual Certificates, as the
regular interests therein, (B) affect the distribution of interest or principal
on the Certificates, (C) result in the encumbrance of the assets transferred or
assigned to any REMIC Pool (except pursuant to the provisions of this Agreement)
or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions"
or "prohibited contributions" or other tax pursuant to the REMIC Provisions.

          Section 12.3 Modifications of Mortgage Loans. Notwithstanding anything
to the contrary in this Agreement, neither the Trustee, the 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 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 the Trustee of its duties
and obligations set forth herein, the Trustee shall be liable to the


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<PAGE>

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 shall not be liable for any such Losses attributable to the action
or inaction of the Master Servicer, the Special Servicer, 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
Depositor or such Holders of the Residual Certificates on which the Trustee 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 shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

          Section 12.5 Class S Grantor Trust

          (a) The assets of the Class S Grantor Trust, consisting of the right
to any Excess Interest in respect of the ARD Loans and the Excess Interest
Sub-account, shall be held by the Trustee for the benefit of the Holders of the
Class S Grantor Trust Interest, represented by the Class S Certificates, which
Class S Certificates, in the aggregate, will evidence 100% beneficial ownership
of such assets from and after the Closing Date. It is intended that the portion
of the Trust consisting of the Class S Grantor Trust will be treated as a
grantor trust for federal income tax purposes, and each of the parties to this
Agreement agrees that it will not take any action that is inconsistent with
establishing or maintaining such treatment. Under no circumstances may the
Trustee vary the assets of the Class S Grantor Trust so as to take advantage of
variations in the market so as to improve the rate of return of Holders of the
Class S Certificates. The Trustee shall be deemed to hold and shall account for
the Class S Grantor Trust separate and apart from the assets of any REMIC I,
REMIC II and REMIC III created hereunder.

          (b) The parties intend that the portions of the Trust consisting of
the Class S Grantor Trust shall constitute, and that the affairs of the Trust
(exclusive of the REMIC Pools) shall be conducted so as to qualify such portion
as, a "grantor trust" under the Code, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention,
the Trustee shall furnish or cause to be furnished to the Class S
Certificateholders and shall file, or cause to be filed with the Internal
Revenue Service, together with Form 1041 or such other form as may be
applicable, information returns with respect to income and expenses relating to
their shares of the income and expenses of the Class S Grantor Trust, and with
respect to the Class S Grantor Trust, on the cash or accrual method of
accounting and so as to enable reporting to Holders of Class S Certificates
based on their annual accounting period, at the time or times and in the manner
required by the Code.


                                     -280-

<PAGE>

          Section 12.6 Four Seasons-Los Angeles at Beverly Hills Loan.
Notwithstanding anything to the contrary, neither the Trustee, the Master
Servicer nor the Special Servicer shall, with respect to the Four Seasons-Los
Angeles at Beverly Hills Loan, be permitted to exercise any option to (i)
purchase any senior fee mortgage loan secured by the fee estate that also
secures the Four Seasons-Los Angeles at Beverly Hills Loan (the "Four
Seasons-Los Angeles at Beverly Hills Senior Fee Mortgage Loan") or (ii) acquire
the Four Seasons-Los Angeles at Beverly Hills Property and assume the Four
Seasons-Los Angeles at Beverly Hills Senior Fee Mortgage Loan, unless in each
case it has received an Opinion of Counsel addressed to the Trustee to the
effect that the exercise of any such option will not result in an Adverse REMIC
Event. In no event shall any of the Trustee, the Master Servicer or the Special
Servicer be required to engage in any such purchase or acquisition.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

          Section 13.1 Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

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

          Section 13.3 Amendment.

          (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the grantor trust created from the related portion of the Trust) for the
purposes of federal income tax law (or comparable provisions of state income tax
law), (iv) to make any other provisions with respect to matters or questions
arising under or with respect to this Agreement not inconsistent with the
provisions hereof, (v) to modify, add to or eliminate the provisions of Article
III relating to transfers of Residual Certificates, (vi) to amend any provision
herein to the extent necessary or desirable to list the Certificates on a stock
exchange, including, without limitation, the appointment of one or more
sub-paying agents and the requirement that certain information be delivered to
such sub-paying agents, (vii) to modify the provisions relating to the timing of
Advance reimbursements in order to conform them to the commercial
mortgage-backed securities industry standard for such provisions if (w) the
Depositor and the Master Servicer determine that that industry standard has
changed, (x) such modification will not result in an Adverse REMIC Event, as


                                     -281-

<PAGE>

evidenced by an Opinion of Counsel, (y) each Rating Agency has delivered a
Rating Agency Confirmation with respect to such modification, and (z) the
Operating Adviser consents to such modification, or (viii) to make any other
amendment which does not adversely affect in any material respect the interests
of any Certificateholder (unless such Certificateholder consents). No such
amendment effected pursuant to clause (i), (ii) or (iv) of the preceding
sentence shall (A) adversely affect in any material respect the interests of any
Certificateholder not consenting thereto without the consent of 100% of the
Certificateholders (if adversely affected) or (B) adversely affect the status of
any REMIC Pool as a REMIC(or the grantor trust created from the related portion
of the Trust). Prior to entering into any amendment without the consent of
Holders pursuant to this paragraph, the Trustee may require an Opinion of
Counsel and a Nondisqualification Opinion (in the case of clauses (i), (ii) and
(iii), at the expense of the Depositor, and otherwise at the expense of the
party requesting such amendment, except that if the Trustee requests such
amendment, such amendment shall be at the expense of the Depositor, if the
Depositor consents), to the effect that such amendment is permitted under this
paragraph. Any such amendment shall be deemed not to adversely affect in any
material economic respect any Holder if the Trustee receives a Rating Agency
Confirmation from each Rating Agency (and any Opinion of Counsel requested by
the Trustee in connection with any such amendment may rely expressly on such
confirmation as the basis therefor).

          (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.

          (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) directly or indirectly reduce
in any manner the amount of, or delay the timing of the distributions required
to be made on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentages of Aggregate Certificate
Percentage or Certificate Balance, the Holders of which are required to consent
to any such amendment without the consent of all the Holders of each Class of
Certificates affected thereby, (iii) no such amendment shall eliminate 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 Serviced Companion Mortgage 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) or the Class S Grantor Trust as a grantor trust without the consent of
100% of the Certificateholders (including the Class R-I, Class R-II, Class R-III
and Class R-IP Certificateholders); provided that no such amendment may modify
Section 8.18 of this Agreement without Rating Agency Confirmation. The Trustee
may request, at its option, to


                                     -282-

<PAGE>

receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(c) is permitted by this Agreement at the
expense of the party requesting the amendment.

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

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

          (g) Reserved.

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

          (i) Notwithstanding anything to the contrary contained in this Section
13.3, the parties hereto agree that this Agreement may be amended pursuant to
Section 8.26(d) herein without any notice to or consent of any of the
Certificateholders, Opinions of Counsel, Officer's Certificates or Rating Agency
Confirmation.

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

          Section 13.5 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Morgan Stanley Capital I Inc.,
1585 Broadway, New York, New York 10036, Attention: Andrew Berman, 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


                                     -283-

<PAGE>

94111; (D) in the case of MSMC, Morgan Stanley Mortgage Capital Inc., 1585
Broadway, New York, New York 10036, Attention: Andrew Berman, with a copy to:
General Counsel; (E) in the case of the Special Servicer, GMAC Commercial
Mortgage Corporation, 550 California Street, San Francisco, California 94104,
Attention: Henry Bieber, facsimile number: (415) 391-2949; with a copy to
General Counsel, facsimile number (215) 328-3620; and (F) in the case of the
initial Operating Adviser, GMAC Institutional Advisors, LLC, 550 California
Street, 12th Floor, San Francisco, California 94104, Attention: Shari Figi,
facsimile number (415) 646-8458; or as to each party such other address as may
hereafter be furnished by such party to the other parties in writing. Any notice
required or permitted to be mailed to a Holder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

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

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

          Section 13.8 Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.

          Section 13.9 Benefits of Agreement. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of the
Certificates, any benefit or any legal or equitable right, power, remedy or
claim under this Agreement; provided, however, that (i) the Mortgagors set forth
on Schedule VIII hereto are intended third-party beneficiaries of the fifth and
sixth paragraph of Section 2.3(a), (ii) the holder of any Serviced Companion
Mortgage Loan and any B Note, if any, is an intended third-party beneficiary in
respect of the rights afforded it hereunder and (iii) the applicable
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer are intended third-party beneficiaries of
Sections 5.2(a)(ii)(B), 8.25(d) and 9.24(d), respectively.


                                     -284-

<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 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 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 Operating Adviser or the Special Servicer
pursuant to Section 7.7, 7.14 or 9.37 hereof;

               (vi) waiver of a due-on-sale clause as provided in Section 8.7;

               (vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;

               (viii) the making of a final payment pursuant to Section 10.3
hereof;

               (ix) a Servicing Transfer Event; and

               (x) an Event of Default.

          (b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:

          If to Moody's, to:

          Moody's Investors Service, Inc.
          99 Church Street
          New York, NY 10009
          Fax:  (212) 553-0300
          Attention: Structured Finance Commercial Real Estate Monitoring

          If to S&P, to:

          Standard & Poor's Ratings Services
          55 Water Street
          New York, NY 10041


                                     -285-

<PAGE>

          Fax: (212) 438-2662
          Attention: Commercial Mortgage Surveillance Manager

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

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

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

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

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

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


                                     -286-

<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
International Plaza Pari Passu Loan REMIC Regular Interest, the REMIC I Regular
Interests and the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase
Agreement that is permitted to be assigned to the Trustee pursuant to Section 14
thereof;

               (ii) all accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other rights
arising from or by virtue of the disposition of, or collections with respect to,
or insurance proceeds payable with respect to, or claims against other Persons
with respect to, all or any part of the collateral described in clause (i) above
(including any accrued discount realized on liquidation of any investment
purchased at a discount); and

          All cash and non-cash Proceeds (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


                                     -287-

<PAGE>

(ii) such other statements as may be occasioned by any transfer of any interest
of the Master Servicer or the Depositor in such property. In connection
herewith, the Trustee shall have all of the rights and remedies of a secured
party and creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

          Section 13.13 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere. Such recordation, if any, shall be
effected by the Master Servicer at the expense of the Trust as an Additional
Trust Expense, but only upon direction of the Depositor accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

          Section 13.14 Rating Agency Monitoring Fees. The parties hereto
acknowledge that on the Closing Date the Seller will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates 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).


                                     -288-

<PAGE>

          IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer, the Trustee, 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 CAPITAL I INC.
                                             as Depositor


                                             By: /s/ Warren H. Friend
                                                 -------------------------------
                                                 Name: Warren H. Friend
                                                 Title: Vice President


                                             WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION, as Master Servicer


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


                                             GMAC COMMERCIAL MORTGAGE
                                             CORPORATION, as Special Servicer


                                             By: /s/ Eric R. Lindner
                                                 -------------------------------
                                                 Name: Eric R. Lindner
                                                 Title: Executive Vice President


                                             LASALLE BANK NATIONAL ASSOCIATION,
                                             as Trustee


                                             By: /s/ Michael C. Dombai
                                                 -------------------------------
                                                 Name: Michael C. Dombai
                                                 Title: Assistant Vice President


                                             ABN AMRO BANK N.V., as Fiscal Agent


                                             By: /s/ Cynthia Heis
                                                 -------------------------------
                                                 Name: Cynthia Heis
                                                 Title: Senior Vice President


                                     -289-

<PAGE>

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


                                     -290-

<PAGE>

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

          On this __ day of March 2004, 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 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             )
                     ) ss.:
COUNTY OF            )

          On this ___ day of March 2004, 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 March 2004, 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 March 2004, 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 March 2004, 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 March 2004, 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 March 2004, 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 CAPITAL I INC.,
                                  AS DEPOSITOR,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               AS MASTER SERVICER,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              AS SPECIAL SERVICER,

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE,

                                       AND

                               ABN AMRO BANK N.V.,
                                 AS FISCAL AGENT

                                   ----------

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT

                            DATED AS OF MARCH 1, 2004

                                   ----------

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2004-HQ3

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

<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO
                          ----             BANK, NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC
                                           COMMERCIAL MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS A-1 CERTIFICATES AS OF THE CLOSING            -------------
DATE: $
       --------------

CERTIFICATE BALANCE OF THIS CLASS A-1
CERTIFICATE AS OF THE CLOSING DATE:
$
 ------------

No. A-1-1

                              CLASS A-1 CERTIFICATE

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

                          MORGAN STANLEY 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 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
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

<PAGE>

A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common      UNIF GIFT MIN ACT                 Custodian
                                                       ----------------
TEN ENT -   as tenants by the                               (Cust)
            entireties
JT TEN  -   as joint tenants with       Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in          Act
            common                             ----------------------
                                                      (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.

<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:     %           MASTER SERVICER: WELLS FARGO BANK,
                           ----            NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004
                                           SPECIAL SERVICER: GMAC COMMERCIAL
CUT-OFF DATE: MARCH 1, 2004                MORTGAGE CORPORATION

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS A-2 CERTIFICATES AS OF THE CLOSING             ------------
DATE: $
        -----------

CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE:
$
 --------------

No. A-2-1

                              CLASS A-2 CERTIFICATE

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

                          MORGAN STANLEY 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 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
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

<PAGE>

A-2 Certificates. The Certificates are designated as the Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                               AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common      UNIF GIFT MIN ACT                 Custodian
                                                       ----------------
TEN ENT -   as tenants by the                              (Cust)
            entireties
JT TEN  -   as joint tenants with        Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in         Act
            common                             ---------------------
                                                   (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.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to______________for the account of ___________________________
_________________________________________________ account number ______________
or, if mailed by check, to ________________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or________________________, as its agent.

<PAGE>

                                   EXHIBIT A-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:     %           MASTER SERVICER: WELLS FARGO BANK,
                          -----            NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004
                                           SPECIAL SERVICER: GMAC COMMERCIAL
CUT-OFF DATE: MARCH 1, 2004                MORTGAGE CORPORATION

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS A-3 CERTIFICATES AS OF THE CLOSING             ------------------
DATE:  $
        --------------

CERTIFICATE BALANCE OF THIS CLASS A-3 CERTIFICATE AS OF THE
CLOSING DATE:  $
                 ---------------

No. A-3-1

                              CLASS A-3 CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-3 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley 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
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

<PAGE>

A-3 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3
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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to______________for the account of
__________________________________________________account number________________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                                   EXHIBIT A-4

                         [FORM OF CLASS A-4 CERTIFICATE]

THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE MASTER SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER:  WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004
                                           SPECIAL SERVICER:  GMAC COMMERCIAL
CUT-OFF DATE: MARCH 1, 2004                MORTGAGE CORPORATION

                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT:  ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-4 CERTIFICATES AS OF THE           CUSIP NO.
CLOSING DATE: $                                     -----------
                -----------
CERTIFICATE BALANCE OF THIS CLASS A-4
CERTIFICATE AS OF THE CLOSING
DATE: $
        -----------

No. A-4-1

                              CLASS A-4 CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-4 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley 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
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

<PAGE>

A-4 Certificates. The Certificates are designated as the Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to______________for the account of
__________________________________________________account number________________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE    %             MASTER SERVICER: WELLS FARGO BANK,
                          ---              NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004

                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS B CERTIFICATES AS OF THE CLOSING              -----------
DATE: $
        -----------

CERTIFICATE BALANCE OF THIS CLASS B
CERTIFICATE AS OF THE CLOSING DATE:
$
 -----------

No. B-1

                               CLASS B CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 B

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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
MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                          ----             NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
                                                     -----------
CLASS C  CERTIFICATES AS OF THE
CLOSING DATE: $
               ---------------

CERTIFICATE BALANCE OF THIS CLASS C
CERTIFICATE AS OF THE CLOSING DATE:
$
 -----------

No. C-1

                               CLASS C CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 C

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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                 Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in                  Act
            common                                        ---------------------
                                                             (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.

<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
MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
                                                      -----------
CLASS D  CERTIFICATES AS OF THE CLOSING
DATE: $
       -----------

CERTIFICATE BALANCE OF THIS CLASS D
CERTIFICATE AS OF THE CLOSING
DATE: $
       -----------

No. D-1

                               CLASS D CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 D

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common      UNIF GIFT MIN ACT                 Custodian
                                                      ---------------
TEN ENT -   as tenants by the                          (Cust)
            entireties
JT TEN  -   as joint tenants with               Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in               Act
            common                                   ----------------------
                                                       (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.

<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 UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
MASTER SERVICER, THE SPECIAL 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 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 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER:
                                                             -----------

CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

                                           CUSIP NO.
                                                     -----------
AGGREGATE CERTIFICATE BALANCE OF THE
CLASS E CERTIFICATES AS OF THE CLOSING
DATE: $
       -----------

CERTIFICATE BALANCE OF THIS CLASS E
CERTIFICATE AS OF THE CLOSING
DATE: $
       -----------

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 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 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
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 E

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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 UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
MASTER SERVICER, THE SPECIAL 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 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                          ----
                                           NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
                                                    ------------
CLASS F CERTIFICATES AS OF THE CLOSING
DATE: $
       -----------

CERTIFICATE BALANCE OF THIS CLASS F
CERTIFICATE AS OF THE CLOSING DATE:
$
 -------------

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 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 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
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 F

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in              Act
            common                                ---------------------
                                                          (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.

<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 UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
MASTER SERVICER, THE SPECIAL 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 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                          ----
                                           NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
                                                    ------------
CLASS G CERTIFICATES AS OF THE CLOSING
DATE: $
       ------------

CERTIFICATE BALANCE OF THIS CLASS G
CERTIFICATE AS OF THE CLOSING DATE:
$
 ------------

No. G-1

                               CLASS G CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 G

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common      UNIF GIFT MIN ACT                 Custodian
                                                      -----------------
TEN ENT -   as tenants by the                               (Cust)
            entireties
JT TEN  -   as joint tenants with          Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in             Act
                  common                           -----------------------
                                                           (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.

<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 UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
MASTER SERVICER, THE SPECIAL 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 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER:  WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS H CERTIFICATES AS OF THE CLOSING               -----------
DATE: $
       -----------

CERTIFICATE BALANCE OF THIS CLASS H
CERTIFICATE AS OF THE CLOSING
DATE: $
       -----------

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 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 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
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 H

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3
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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common      UNIF GIFT MIN ACT                 Custodian
                                                      -----------------
TEN ENT -   as tenants by the                              (Cust)
            entireties                    Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act
            common                               -----------------------
                                                         (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.

<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 MASTER SERVICER, THE SPECIAL 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 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 TRUSTEE.

<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:   %             MASTER SERVICER: WELLS FARGO BANK,
                          ---              NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004

CUT-OFF DATE: MARCH 1, 2004                SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS J CERTIFICATES AS OF THE CLOSING               -----------
DATE: $
       -----------

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING
DATE: $            (SUBJECT TO SCHEDULE
       -----------
OF EXCHANGES ATTACHED)

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 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 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
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 Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee and the Trustee
created hereby (other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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

<PAGE>

OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
HAS AN INTEREST HEREIN.

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:     %           MASTER SERVICER: WELLS FARGO BANK,
                          -----            NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:   SPECIAL SERVICER: GMAC COMMERCIAL
AS OF MARCH 1, 2004                        MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS K CERTIFICATES AS OF THE COSING                --------------
DATE:  $
         -----------

CERTIFICATE BALANCE OF THIS CLASS K
CERTIFICATE AS OF THE CLOSING DATE: $
             (SUBJECT TO SCHEDULE OF
------------
EXCHANGES ATTACHED)

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 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 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
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 K Certificates. The Certificates are designated as the
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                               AUTHORIZED SIGNATORY

Dated: March 2, 2004


                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                           -------------------------------------
                                               AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.


<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:     %           MASTER SERVICER: WELLS FARGO BANK,
                          -----            NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:   SPECIAL SERVICER: GMAC COMMERCIAL
AS OF MARCH 1, 2004                        MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004

CLOSING DATE: MARCH 2, 2004                TRUSTEE: LASALLE BANK NATIONAL
                                           ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS L CERTIFICATES AS OF THE COSING                --------------
DATE:  $
         -----------

CERTIFICATE BALANCE OF THIS CLASS L
CERTIFICATE AS OF THE CLOSING DATE:
$             (SUBJECT TO SCHEDULE OF
 -----------
EXCHANGES ATTACHED)

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 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 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 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 Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                               AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                               AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE: ___%            MASTER SERVICER: WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004

                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.__________
CLASS M CERTIFICATES AS OF THE CLOSING
DATE: $_________

CERTIFICATE BALANCE OF THIS CLASS M
CERTIFICATE AS OF THE CLOSING DATE:
$_________  (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. M-1

                               CLASS M CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class M Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley 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
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

<PAGE>

M Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                              ------------------------
                                                       (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.


<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE: ___%            MASTER SERVICER: WELLS FARGO BANK,
                                           NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION

CUT-OFF DATE: MARCH 1, 2004

                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.__________
CLASS N CERTIFICATES AS OF THE CLOSING
DATE: $_________

CERTIFICATE BALANCE OF THIS CLASS N
CERTIFICATE AS OF THE CLOSING DATE:
$_________  (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. N-1

                               CLASS N CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 N Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial

<PAGE>

Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 the Certificate Account
shall be made from time to time for purposes other than distributions to

<PAGE>

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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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

<PAGE>

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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY


<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of 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.

<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 MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS O CERTIFICATES AS OF THE CLOSING               ---------
DATE: $
       ---------

CERTIFICATE BALANCE OF THIS CLASS O
CERTIFICATE AS OF THE CLOSING DATE:
$          (SUBJECT TO SCHEDULE OF EXCHANGES
 ---------
ATTACHED)

No. O-1

                               CLASS O CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 O Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial

<PAGE>

Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 the Certificate Account
shall be made from time to time for purposes other than distributions to

<PAGE>

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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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

<PAGE>

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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in              Act
            common                                ---------------------
                                                       (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.

<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 P CERTIFICATE]

THIS CLASS P CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE MASTER SERVICER, THE SPECIAL 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 P 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 P 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS P CERTIFICATES AS OF THE CLOSING               ---------
DATE: $
        ---------

CERTIFICATE BALANCE OF THIS CLASS P
CERTIFICATE AS OF THE CLOSING DATE:
$        (SUBJECT TO SCHEDULE OF EXCHANGES
 -------
ATTACHED)

No. P-1

                               CLASS P 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 CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class P Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), Morgan Stanley 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 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 P

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-19

                          [FORM OF CLASS Q CERTIFICATE]

THIS CLASS Q CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE MASTER SERVICER, THE SPECIAL 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 Q 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 Q 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:     %           MASTER SERVICER: WELLS FARGO BANK,
                           ----            NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS Q CERTIFICATES AS                              --------------
OF THE CLOSING DATE: $
                       -----------

CERTIFICATE BALANCE OF THIS CLASS Q
CERTIFICATE AS OF THE CLOSING DATE:
$            (SUBJECT TO SCHEDULE OF
 -----------
EXCHANGES ATTACHED)

No. Q-1

                               CLASS Q 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 CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class Q 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 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
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 Q

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS Q CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-20

                          [FORM OF CLASS S CERTIFICATE]

THIS CLASS S CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE MASTER SERVICER, THE SPECIAL 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 S 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 S 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 TRUSTEE.

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

<PAGE>

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 TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %            MASTER SERVICER: WELLS FARGO BANK,
                           ---             NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                        SPECIAL SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
CUT-OFF DATE: MARCH 1, 2004
                                           TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 2, 2004                ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 13, 2004    FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE       CUSIP NO.
CLASS S CERTIFICATES AS                              ------------
OF THE CLOSING DATE: $
                       -----------

CERTIFICATE BALANCE OF THIS CLASS S
CERTIFICATE AS OF THE CLOSING DATE: $
            (SUBJECT TO SCHEDULE OF
-----------

EXCHANGES ATTACHED)

No. O-1

                               CLASS S 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 CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class S 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 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
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 Sf
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 S

<PAGE>

Certificates. The Certificates are designated as the Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 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. 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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-21

                         [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 MASTER SERVICER, THE SPECIAL 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-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

PERCENTAGE INTEREST OF THIS CLASS R-I      SPECIAL SERVICER: GMAC COMMERCIAL
CERTIFICATE: 100%                          MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:   TRUSTEE: LASALLE BANK NATIONAL
AS OF MARCH 1, 2004                        ASSOCIATION

CUT-OFF DATE: MARCH 1, 2004                FISCAL AGENT: ABN AMRO BANK N.V.

CLOSING DATE: MARCH 2, 2004                NO. R-I-1

FIRST DISTRIBUTION DATE: APRIL 13, 2004

MASTER SERVICER: WELLS FARGO BANK,
NATIONAL ASSOCIATION

                              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 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
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 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 Capital I Inc. Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3 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. 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 Trustee 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

<PAGE>

provided the Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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

<PAGE>

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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                           -------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

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

<PAGE>

                                  EXHIBIT A-22

                        [FORM OF CLASS 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 MASTER SERVICER, THE SPECIAL 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-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER

<PAGE>

AFFIDAVIT TO THE TRUSTEE 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

PERCENTAGE INTEREST OF THIS CLASS R-II     SPECIAL SERVICER: GMAC COMMERCIAL
CERTIFICATE: 100%                          MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:   TRUSTEE: LASALLE BANK NATIONAL
AS OF MARCH 1, 2004                        ASSOCIATION

CUT-OFF DATE: MARCH 1, 2004                FISCAL AGENT:  ABN AMRO BANK N.V.

CLOSING DATE: MARCH 2, 2004                NO. R-II-1

FIRST DISTRIBUTION DATE: APRIL 13, 2004

MASTER SERVICER: WELLS FARGO BANK,
NATIONAL ASSOCIATION

                             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 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
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 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 Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-HQ3 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. 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 Trustee 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

<PAGE>

provided the Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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

<PAGE>

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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                           -------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-23

                        [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 MASTER SERVICER, THE SPECIAL 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 PROVIDES A TRANSFER AFFIDAVIT TO THE
TRUSTEE TO THE EFFECT THAT

<PAGE>

(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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

PERCENTAGE INTEREST OF THIS CLASS R-III    SPECIAL SERVICER: GMAC COMMERCIAL
CERTIFICATE:  100%                         MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:   TRUSTEE: LASALLE BANK NATIONAL
AS OF MARCH 1, 2004                        ASSOCIATION

CUT-OFF DATE: MARCH 1, 2004                FISCAL AGENT: ABN AMRO BANK N.V.

CLOSING DATE: MARCH 2, 2004                NO. R-III-1

FIRST DISTRIBUTION DATE: APRIL 13, 2004

MASTER SERVICER: WELLS FARGO BANK,
NATIONAL ASSOCIATION

                             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 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 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 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 Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2004-HQ3 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. 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 Trustee 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

<PAGE>

provided the Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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

<PAGE>

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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-24

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLER, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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

<PAGE>

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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %             MASTER SERVICER:  WELLS FARGO BANK,
                           ---              NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1
CERTIFICATE: $                              SPECIAL SERVICER: GMAC COMMERCIAL
              ---------                     MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                         TRUSTEE: LASALLE BANK NATIONAL
                                            ASSOCIATION

CUT-OFF DATE: MARCH 1, 2004
                                            FISCAL AGENT:  ABN AMRO BANK N.V.

CLOSING DATE: MARCH 2, 2004
                                            CUSIP NO.
                                                      -----------

FIRST DISTRIBUTION DATE: APRIL 13, 2004

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-1 CERTIFICATES AS OF THE CLOSING DATE:
$           (SUBJECT TO SCHEDULE OF
  ---------
EXCHANGES ATTACHED)

No. X-1-1

                              CLASS X-1 CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 Notional Amount of this Certificate

<PAGE>

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
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3
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. 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.

          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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<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-25

                         [FORM OF CLASS X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLER, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE MASTER SERVICER, THE SPECIAL 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 TRUSTEE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE 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

<PAGE>

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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2004-HQ3

INITIAL PASS-THROUGH RATE:    %             MASTER SERVICER:  WELLS FARGO BANK,
                           ---              NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2
CERTIFICATE: $                              SPECIAL SERVICER: GMAC COMMERCIAL
              ---------                     MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2004                         TRUSTEE: LASALLE BANK NATIONAL
                                            ASSOCIATION

CUT-OFF DATE: MARCH 1, 2004
                                            FISCAL AGENT:  ABN AMRO BANK N.V.

CLOSING DATE: MARCH 2, 2004
                                            CUSIP NO.
                                                      -----------

FIRST DISTRIBUTION DATE: APRIL 13, 2004

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-2 CERTIFICATES AS OF THE CLOSING DATE:
$           (SUBJECT TO SCHEDULE OF
  ---------
EXCHANGES ATTACHED)

No. X-2-1

                              CLASS X-2 CERTIFICATE

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

                          MORGAN STANLEY 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 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
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 Notional Amount of this Certificate

<PAGE>

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
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3
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. 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.

          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 Trustee 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 Trustee 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 Trustee, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee 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 Trustee 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 Master Servicer, the
Special Servicer 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 Master Servicer, the Special
Servicer nor any such agents shall be affected by notice to the contrary.

          The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee 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 Trustee 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 Trustee has caused this Certificate to be duly
executed under this official seal.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

Dated: March 2, 2004

                          CERTIFICATE OF AUTHENTICATION

          THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AUTHENTICATING AGENT


                                        By:
                                            ------------------------------------
                                                 AUTHORIZED SIGNATORY

<PAGE>

                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

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         Under Uniform Gifts to Minors
            rights of survivorship
            and not as tenants in           Act
            common                             ------------------------
                                                       (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.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>


                                   EXHIBIT B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                 March   , 2004
                                       --

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

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, New York 10036

Wells Fargo Ban, National Association
555 Montgomery Street, 17th Floor
San Francisco, CA 94111

GMAC Commercial Mortgage Corporation
550 California Street, 12th Floor
San Francisco, CA 94104

[Operating Advisor]

[Holder of Serviced Companion Mortgage Loan]

     Re:  Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
          relating to Morgan Stanley Capital I Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2004-HQ3

Ladies and Gentlemen:

          In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

<PAGE>

          The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

          Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                          , 2004
                                ----------

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

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, New York 10036

Wells Fargo Ban, National Association
555 Montgomery Street, 17th Floor
San Francisco, CA 94111

GMAC Commercial Mortgage Corporation
550 California Street, 12th Floor
San Francisco, CA 94104

[Operating Advisor]

[Holder of Serviced Companion Mortgage Loan]

     Re:  Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
          relating to Morgan Stanley Capital I Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2004-HQ3

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), (viii), (x) and (xii) of the definition of "Mortgage File," and
any documents required to be included in the Mortgage File pursuant to all other
clauses of the definition of "Mortgage File," to the extent known by a
Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement, are in its possession, (b) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(c) based on its examination and only as to the Mortgage Note and the Mortgage,
the street address of the Mortgaged Property and the name of the Mortgagor set
forth in the Mortgage Loan Schedule

<PAGE>

accurately reflects the information contained in the documents in the Mortgage
File, and (d) each Mortgage Note has been endorsed. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File or any of
the Trustee Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan.

          The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE


To:  LaSalle Bank National Association, as Trustee
     135 South LaSalle Street, Suite 1625
     Chicago, Illinois 60603

     Attn: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3

     Re:  Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
          Certificates, Series 2004-HQ3

                                 DATE:
                                      ----------

          In connection with the administration of the Mortgage Loans held by
you as Trustee under the Pooling and Servicing Agreement dated as of March 1,
2004 by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, GMAC Commercial Mortgage Corporation,
as Special Servicer, LaSalle Bank National Association, as Trustee, 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]

LaSalle Bank National Association,
as Trustee
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 2004-HQ3

     Re:  Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
          Certificates, Series 2004-HQ3 (the "Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
a Certificate (the "Transferred Certificate") having an initial Certificate
Balance or Notional Amount as of March ___, 2004 (the "Settlement Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2004,
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, GMAC Commercial Mortgage
Corporation, as special servicer, LaSalle Bank National Association, as trustee
(the "Trustee") and ABN AMRO Bank N.V., as fiscal agent. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Trustee, 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

<PAGE>

     general solicitation by means of general advertising or in any other
     manner, or (e) taken any other action, which (in the case of any of the
     acts described in clauses (a) through (e) hereof) would constitute a
     distribution of any Certificate under the Securities Act of 1933, as
     amended (the "Securities Act"), or would render the disposition of any
     Certificate a violation of Section 5 of the Securities Act or any state
     securities laws, or would require registration or qualification of any
     Certificate pursuant to the Securities Act or any state securities laws.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferor)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [DATE]

LaSalle Bank National Association,
as Trustee
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 2004-HQ3

     Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
           Certificates, Series 2004-HQ3 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates having an initial Certificate Balance or Notional
Amount as of March ___, 2004 (the "Settlement Date") of $__________ (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2004 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo Bank,
National Association, as master servicer, GMAC Commercial Mortgage Corporation,
as special servicer, LaSalle Bank National Association, as trustee (the
"Trustee") and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Trustee, 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
     Trustee (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, (ii) Form W-8IMY (with
     appropriate attachments) or (iii) 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 Trustee (or its agent) updated IRS Form W-8BEN, IRS Form
     W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS
     forms, or such other certifications as the Trustee (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 Trustee (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 thereof 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 and the Trustee 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 Trustee], as Trustee, 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 Trustee], as Trustee, with respect to the
mortgage pass-through certificate being transferred (the "Transferred
Certificates") as described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

_____     The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

_____     The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment

<PAGE>

Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

          ___    ___    Will the Transferee be purchasing the Transferred
                        Certificates only for the Transferee's own account
          Yes    No

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                        ----------------------------------------
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        IF AN ADVISER:

                                        ----------------------------------------
                                        Print Name of Transferee

                                        Date:
                                              ----------------------------------

<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association,
as Trustee
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 2004-HQ3

     Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
           Certificates, Series 2004-HQ3 (the "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of Class ___ Certificates having an initial Certificate
Balance or Notional Amount as of March ___, 2004 (the "Settlement Date") of
$__________ (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement") dated as of March 1, 2004,
Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo Bank,
National Association, as master servicer, GMAC Commercial Mortgage Corporation,
as special servicer, LaSalle Bank National Association, as trustee (the
"Trustee") and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Trustee, 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) neither of the Depositor nor the Trustee
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

<PAGE>

applicable state securities laws or (ii) sold or transferred in transactions
which are exempt from such registration and qualification and the Trustee 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 Trustee 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 J, Class K or Class
L Certificates), the Transferee understands that each Transferred Certificate
will bear the following legend:

          NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE
          BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
          RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
          SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
          "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
          MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
          TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
          CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
          WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER


<PAGE>

          EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
          COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
          SERVICING AGREEMENT REFERRED TO HEREIN.

          6. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action with respect to any Certificate, any interest in any
Certificate or any other similar security, which (in the case of any of the acts
described in clauses (a) through (e) above) would constitute a distribution of
the Transferred Certificates under the Securities Act, would render the
disposition of the Transferred Certificates a violation of Section 5 of the
Securities Act or any state securities law or would require registration or
qualification of the Transferred Certificates pursuant thereto. The Transferee
will not act, nor has it authorized or will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to any Certificate,
any interest in any Certificate or any other similar security.

          7. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
thereto, (d) the nature, performance and servicing of the Mortgage Loans, (e)
any credit enhancement mechanism associated with the Transferred Certificates,
and (f) all related matters, that it has requested.

          8. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificate; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.

          9. Check one of the following:

          ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).

          ___ The Transferee is not a "U.S. Person" and under applicable law in
effect on the date hereof, no taxes will be required to be withheld by the
Trustee (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

<PAGE>

not a U.S. Person, (ii) Form W-8IMY (with appropriate attachments) or (iii) 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 Trustee (or its agent) updated IRS Form
W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable
successor IRS forms, or such other certifications as the Trustee (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 Trustee (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 thereof 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 and the Trustee 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 Capital I Inc., Commercial Mortgage Pass-Through
          Certificates, Series 2004-HQ3 (the "Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of March ___, 2004 (the "Settlement
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2004, among Morgan Stanley Capital I Inc., as depositor (the "Depositor"),
Wells Fargo Bank, National Association, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor 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) neither the Depositor nor the
Trustee 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 Trustee 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 J, Class K, Class L
and Class M 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
Trustee (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, (ii) Form W-8IMY (with appropriate attachments)
or (iii) 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 Trustee (or its agent)
updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be,
any applicable successor IRS forms, or such other certifications as the Trustee
(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 Trustee (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 thereof 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 and the Trustee 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 Capital I Inc., Commercial Mortgage Pass-Through
          Certificates, Series 2004-HQ3 (the "Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of March ___, 2004 (the "Settlement
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2004, among Morgan Stanley Capital I Inc., as depositor (the "Depositor"),
Wells Fargo Bank, National Association, as master servicer, GMAC Commercial
Mortgage Corporation, as special servicer, LaSalle Bank National Association, as
trustee (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor 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) neither the Depositor nor the Trustee are
obligated to so 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

<PAGE>

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 J and Class K
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
Trustee (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, (ii) Form W-8IMY (with appropriate attachments)
or (iii) 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 Trustee (or its agent)
updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be,
any applicable successor IRS forms, or such other certifications as the Trustee
(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 Trustee (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 thereof 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 and the Trustee 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 and the Trustee, with
respect to the commercial mortgage pass-through certificate being transferred
(the "Transferred Certificate") as described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

          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 Certificate
     Yes   No   only for the Transferee's own account

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------

<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor and the Trustee, with
respect to the commercial mortgage pass-through certificate being transferred
(the "Transferred Certificate") as described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

          ____ The Transferee owned and/or invested on a discretionary basis
     $___________________ in securities (other than the excluded securities
     referred to below) as of the end of the Transferee's most recent fiscal
     year (such amount being calculated in accordance with Rule 144A).

          ____ The Transferee is part of a Family of Investment Companies which
     owned in the aggregate $______________ in securities (other than the
     excluded securities referred to below) as of the end of the Transferee's
     most recent fiscal year (such amount being calculated in accordance with
     Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

<PAGE>

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

     ___   __   Will the Transferee be purchasing the Transferred Certificate
     Yes   No   only for the Transferee's own account

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                        ----------------------------------------
                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        IF AN ADVISER:

                                        ----------------------------------------
                                        Print Name of Transferee

                                        Date:
                                              ----------------------------------

<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF    )
            ) ss:
COUNTY OF   )

          ____________________, being first duly sworn, deposes and says that:

          1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3, 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 Trustee 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 Trustee, 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 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 Trustee 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
                                                        ------------------    --

LaSalle Bank National Association,
 as Trustee
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Asset-Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 2004-HQ3

     Re:  Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
          Certificates, Series 2004-HQ3 (the "Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of March 1, 2004 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer, GMAC Commercial Mortgage
Corporation, as special servicer, LaSalle Bank National Association, as trustee
(the "Trustee") 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 Trustee, 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 CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                   SERIES 2004-HQ3, CLASS__(THE "CERTIFICATES")

TO: Euroclear System
          or
    CLEARSTREAM

          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:           , 2004
      -----------
                                        By:
                                            ------------------------------------
                                        As, or as agent for, the beneficial
                                        owner(s) of the Certificates to which
                                        this certificate relates.

<PAGE>

                                   EXHIBIT G-1

                                   [Reserved]

<PAGE>

                                   EXHIBIT G-2

                                   [RESERVED]

<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                                            , 200
                               ---------- --     -

TO: The Depository Trust Company

    CLEARSTREAM or
    Morgan Guaranty Trust Company
       of New York, Brussels Office
       Euroclear Operation Center

    Wells Fargo Bank, National Association, as Master Servicer

    LaSalle Bank National Association,
      as Trustee

                  This is to notify you as to the transfer of the beneficial
interest in $_______________ of Morgan Stanley Capital I Inc. Commercial
Mortgage Pass-Through Certificates, Series 2004-HQ3, 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] [CLEARSTREAM] [DTC] debit
account #__________, with respect to $__________ principal denomination of the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and (ii) [DTC] [Euroclear] [CLEARSTREAM] 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
"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

<PAGE>

(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 Certificate3 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 PURCAHSER AND THE
     FOREGOING REPRESENTATION MUST BE PROVIDED TO THE TRUSTEE UPON ANY TRANSFER
     OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]

<PAGE>

                                    EXHIBIT I

                  FORM OF EUROCLEAR OR CLEARSTREAM CERTIFICATE

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                 SERIES 2004-HQ3, CLASS __ (THE "CERTIFICATES")

TO: LaSalle Bank National Association, as Trustee
    Attn: Asset Backed Securities Trust Services Group
           Morgan Stanley Capital I Inc.
           Commercial Mortgage Pass-Through Certificates,
           Series 2004-HQ3

          This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of March 1, 2004 (the "Pooling and Servicing
Agreement") among you, Morgan Stanley 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

                                        [CLEARSTREAM]


                                        By:
                                            ------------------------------------

<PAGE>

                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

<PAGE>

                 Exhibit J to the Pooling and Servicing Agrement

            List of Loans as to Which Excess Servicing Fees are Paid

--------------------------------------------------------------------------------
Loan Pool No.   Property Name
--------------------------------------------------------------------------------
31              The Byrd Center
--------------------------------------------------------------------------------
61              Schomac Portfolio - Unicorn
--------------------------------------------------------------------------------
62              Schomac Portfolio - Central
--------------------------------------------------------------------------------
63              Schomac Portfolio - Chapman
--------------------------------------------------------------------------------
64              Schomac Portfolio - Airport
--------------------------------------------------------------------------------
65              Schomac Portfolio - Rowlett
--------------------------------------------------------------------------------
69              Lyons Medical Office Building
--------------------------------------------------------------------------------
71              Park Avenue Portfolio - Park Avenue Warehouse
--------------------------------------------------------------------------------
72              Park Avenue Portfolio - Wells Fargo Office
--------------------------------------------------------------------------------
89              Paradise Valley Shopping Center
--------------------------------------------------------------------------------
92              Amherst Tower
--------------------------------------------------------------------------------
102             Shops at Dana Park
--------------------------------------------------------------------------------
109             Spring Centre
--------------------------------------------------------------------------------
116             Corners Plaza
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT K

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT




<PAGE>

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
                                  (MSMC LOANS)

          Mortgage Loan Purchase Agreement ("Agreement"), dated as of February
____, 2004, between Morgan Stanley Mortgage Capital Inc. (the "Seller"), and
Morgan Stanley Capital I Inc. (the "Purchaser").

          The Seller agrees to sell and the Purchaser agrees to purchase certain
mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as described
herein. The Purchaser will convey the Mortgage Loans to a trust (the "Trust")
created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), to be dated as of March 1, 2004 between the Purchaser, as
depositor, Wells Fargo Bank, National Association, as master servicer (the
"Master Servicer"), GMAC Commercial Mortgage Corporation, as special servicer
(the "Special Servicer"), LaSalle Bank National Association, as trustee (the
"Trustee") and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). In
exchange for the Mortgage Loans, the Trust will issue to the Depositor
pass-through certificates to be known as Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3 (the
"Certificates"). The Certificates will be issued pursuant to the Pooling and
Servicing Agreement.

          Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

          The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates (the "Public
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated, Greenwich Capital Markets, Inc. and Wachovia Securities, LLC (the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated February 20, 2004 (the "Underwriting Agreement"),
and the Class X-1, Class X-2, Class J, Class K, Class L, Class M, Class N, Class
O, Class P, Class Q, Class S, Class R-I, Class R-II, and Class R-III and Class
R-IP Certificates (the "Private Certificates") will be sold by the Purchaser to
Morgan Stanley & Co. Incorporated (the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated February 20, 2004 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated December 9, 2003, as supplemented by a Prospectus Supplement dated
February 20, 2004 (together, the "Prospectus Supplement"), and the Initial
Purchaser will offer the Private Certificates for sale in transactions exempt
from the registration requirements of the Securities Act of 1933 pursuant to a
Private Placement Memorandum dated February 20, 2004 (the "Memorandum").

          In consideration of the mutual agreements contained herein, the Seller
and the Purchaser hereby agree as follows:

          SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans
accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with
respect to the Mortgage Loans is March 1, 2004. The Mortgage

<PAGE>

Loans will have an aggregate principal balance as of the close of business on
the Cut-Off Date, after giving effect to any payments due on or before such
date, whether or not received, of $1,324,982,421. The sale of the Mortgage Loans
shall take place on March 2, 2004 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The purchase price to be
paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as
such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the
Seller by wire transfer in immediately available funds on the Closing Date.

          On the Closing Date, the Purchaser will assign to the Trustee pursuant
to the Pooling and Servicing Agreement all of its right, title and interest in
and to the Mortgage Loans and its rights under this Agreement (to the extent set
forth in Section 14), and the Trustee shall succeed to such right, title and
interest in and to the Mortgage Loans and the Purchaser's rights under this
Agreement (to the extent set forth in Section 14).

          SECTION 2. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to receipt of the consideration referred to in Section 1
hereof and the satisfaction of the conditions specified in Sections 6 and 7
hereof, the Seller does hereby transfer, assign, set over and otherwise convey
to the Purchaser, without recourse, except as specifically provided herein all
the right, title and interest of the Seller, with the understanding that a
Servicing Rights Purchase and Sale Agreement, dated March 1, 2004, will be
executed by the Seller and the Master Servicer, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule as of the Closing Date. The parties
hereto acknowledge that the Seller, prior to the date hereof, has caused one of
the Mortgage Loans (the International Plaza Pari Passu Mortgage Loan) to be
treated as a real estate mortgage investment conduit (a "REMIC"), and that the
Seller is hereby transferring, assigning, setting over and otherwise conveying
to the Purchaser, without recourse, the regular interest in that REMIC in
addition to the other assets related thereto, including the related Mortgage
File, that are described herein. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee and the Special Servicer to empower the Trustee and,
in the event of the failure or incapacity of the Trustee, the Special Servicer,
to submit for recording, at the expense of the Seller, any mortgage loan
documents required to be recorded as described in the Pooling and Servicing
Agreement and any intervening assignments with evidence of recording thereon
that are required to be included in the Mortgage Files (so long as original
counterparts have previously been delivered to the Trustee). The Seller agrees
to reasonably cooperate with the Trustee and the Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such parties for purposes of such recordation. The parties hereto agree that
no such power of attorney shall be used with respect to any Mortgage Loan by or
under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall


                                       2

<PAGE>

submit such documents, at the Seller's expense, after the periods set forth
above, provided, however, the Trustee shall not submit such assignments for
recording if the Seller produces evidence that it has sent any such assignment
for recording and certifies that the Seller is awaiting its return from the
applicable recording office. In addition, not later than the 30th day following
the Closing Date, the Seller shall deliver to or on behalf of the Trustee each
of the remaining documents or instruments specified below (with such exceptions
as are permitted by this Section) with respect to each Mortgage Loan (each, a
"Mortgage File"). (The Seller acknowledges that the term "without recourse" does
not modify the duties of the Seller under Section 5 hereof.)

          All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

          (a) The original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of LaSalle Bank National Association, as Trustee for
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2004-HQ3, without recourse, representation or warranty" or if the
original Mortgage Note is not included therein, then a lost note affidavit, with
a copy of the Mortgage Note attached thereto;

          (b) The original Mortgage, with evidence of recording thereon, and, if
the Mortgage was executed pursuant to a power of attorney, a certified true copy
of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

          (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by the Seller together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of
the Seller stating that such original modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording
official for


                                       3

<PAGE>

recordation or (ii) in the case of an original modification, consolidation or
extension agreement that has been lost after recordation, a certification by the
appropriate county recording office where such document is recorded that such
copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption
agreements, if any;

          (d) An original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording, signed by the holder of record in favor
of "LaSalle Bank National Association, as Trustee for Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-HQ3";

          (e) Originals of all intervening assignments of Mortgage, if any, with
evidence of recording thereon or, if such original assignments of Mortgage have
been delivered to the appropriate recorder's office for recordation, certified
true copies of such assignments of Mortgage certified by the Seller, or in the
case of an original blanket intervening assignment of Mortgage retained by the
Seller, a copy thereof certified by the Seller or, if any original intervening
assignment of Mortgage has not yet been returned on or prior to the 45th day
following the Closing Date from the applicable recording office or has been
lost, a true and correct copy thereof, together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Seller
stating that such original intervening assignment of Mortgage has been sent to
the appropriate public recording official for recordation or (ii) in the case of
an original intervening Assignment of Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such assignment is recorded that such copy is a true and complete copy of the
original recorded intervening Assignment of Mortgage;

          (f) If the related Assignment of Leases is separate from the Mortgage,
the original of such Assignment of Leases with evidence of recording thereon or,
if such Assignment of Leases has not been returned on or prior to the 45th day
following the Closing Date from the applicable public recording office, a copy
of such Assignment of Leases certified by the Seller to be a true and complete
copy of the original Assignment of Leases submitted for recording, together with
(i) an original of each assignment of such Assignment of Leases with evidence of
recording thereon and showing a complete recorded chain of assignment from the
named assignee to the holder of record, and if any such assignment of such
Assignment of Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by the Seller to be a true and
complete copy of the original assignment submitted for recording, and (ii) an
original assignment of such Assignment of Leases, in recordable form, signed by
the holder of record in favor of "LaSalle Bank National Association, as Trustee
for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2004-HQ3," which assignment may be effected in the related
Assignment of Mortgage;

          (g) The original of each guaranty, if any, constituting additional
security for the repayment of such Mortgage Loan;

          (h) The original Title Insurance Policy, or in the event such original
Title Insurance Policy has not been issued, an original binder or actual title
commitment or a copy thereof certified by the title company with the original
Title Insurance Policy to follow within


                                       4

<PAGE>

180 days of the Closing Date or a preliminary title report with an original
Title Insurance Policy to follow within 180 days of the Closing Date;

          (i) (A) UCC financing statements (together with all assignments
thereof) and (B) UCC-2 or UCC-3 financing statements to the Trustee executed and
delivered in connection with the Mortgage Loan;

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

          (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, any Intercreditor
Agreement, and a copy (that is, not the original) of the mortgage note
evidencing the related B Note), if any, related to any Mortgage Loan;

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

          (m) The original environmental indemnity agreement, if any, related to
any Mortgage Loan;

          (n) Third-party management agreements for 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;

          (o) Any Environmental Insurance Policy;


                                       5

<PAGE>

          (p) Any affidavit and indemnification agreement; and

          (q) With respect to the GIC Pari Passu Loan, the Wells Fargo Tower
Pari Passu Loan and the International Plaza Pari Passu Loan, a copy of the
LB-UBS 2004-C1 Pooling and Servicing Agreement, the Greenwich 2003-C2 Pooling
and Servicing Agreement and the MSCI 2003-XLF Pooling and Servicing Agreement,
respectively.

          With respect to the GIC Pari Passu Loan, the Wells Fargo Tower Pari
Passu Loan and the International Plaza Pari Passu Loan, the preceding document
delivery requirements will be met by the delivery by the Depositor of copies of
the documents specified above (other than the Mortgage Notes (and all
intervening endorsements) respectively evidencing the GIC Pari Passu Loan, the
Wells Fargo Tower Pari Passu Loan and the International Plaza Pari Passu Loan,
as the case may be, with respect to which the originals shall be required),
including a copy of the related Pari Passu Mortgage.

          The original of each letter of credit referred to in clause (l) above
shall be delivered to the Master Servicer or the Trustee (as the case may be)
within 45 days of the Closing Date. In addition, a copy of any ground lease
shall be delivered to the Master Servicer within 30 days of the Closing Date.
Any failure to deliver any ground lease shall constitute a document defect.

          "Officer's Certificate" shall mean a certificate signed by one or more
of the Chairman of the Board, any Vice Chairman, the President, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer or
any Assistant Treasurer.

          The Assignments of Mortgage and assignment of Assignment of Leases
referred to in clauses (d) and (f) may be in the form of a single instrument
assigning the Mortgage and the Assignment of Leases to the extent permitted by
applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, the Seller shall
execute, in accordance with the third succeeding paragraph, the assignments of
mortgages, the assignments of leases (to the extent separate from the mortgages)
and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements shall name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

          If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 day period, but the Seller
delivers a photocopy thereof (certified by the appropriate county recorder's
office to be a true and complete copy of the original thereof submitted for
recording), to the Trustee within


                                       6

<PAGE>

such 45 day period, the Seller shall then deliver within 90 days after the
Closing Date the recorded document (or within such longer period after the
Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the Seller is, as certified in writing to the
Trustee no less often than monthly, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy).

          The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

          Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 90 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

          Documents that are in the possession of the Seller, its agents or its
subcontractors that relate to the Mortgage Loans and that are not required to be
delivered to the Trustee shall be shipped by the Seller to or at the direction
of the Master Servicer, on behalf of the Purchaser, on or prior to the 75th day
after the Closing Date, in accordance with Section 3.1 of the Primary Servicing
Agreement, if applicable.

          The documents required to be delivered to the Master Servicer shall
include, to the extent required to be (and actually) delivered to the Seller
pursuant to the applicable Mortgage Loan documents, copies of the following
items: the Mortgage Note, any Mortgage, the Assignment of Leases and the
Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement,
the insurance policies or certificates, as applicable, the property inspection
reports, any financial statements on the property, any escrow analysis, the tax
bills, the Appraisal, the environmental report, the engineering report, the
asset summary, financial information on the Borrower/sponsor and any guarantors,
any letters of credit, any intercreditor agreement and any Environmental
Insurance Policies.

          Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be


                                       7

<PAGE>

delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

          It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

          (i) this Agreement shall be deemed to be a security agreement; and

          (ii) the conveyance provided for in this Section 2 shall be deemed to
     be a grant by the Seller to the Purchaser of a security interest in all of
     the Seller's right, title, and interest, whether now owned or hereafter
     acquired, in and to:

               (A) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit and investment
          property consisting of, arising from or relating to any of the
          following property: the Mortgage Loans identified on the Mortgage Loan
          Schedule, including the related Mortgage Notes, Mortgages, security
          agreements, and title, hazard and other insurance policies, all
          distributions with respect thereto payable after the Cut-Off Date, all
          substitute or replacement Mortgage Loans and all distributions with
          respect thereto, and the Mortgage Files;

               (B) All accounts, general intangibles, chattel paper,
          instruments, documents, money, deposit accounts, certificates of
          deposit, goods, letters of credit, advices of credit, investment
          property and other rights arising from or by virtue of the disposition
          of, or collections with respect to, or insurance proceeds payable with
          respect to, or claims against other Persons with respect to, all or
          any part of the collateral described in clause (A) above (including
          any accrued discount realized on liquidation of any investment
          purchased at a discount); and

               (C) All cash and non-cash proceeds of the collateral described in
          clauses (A) and (B) above.

          The possession by the Purchaser or its designee of the Mortgage Notes,
the Mortgages, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for
purposes of perfecting the security interest


                                       8

<PAGE>

pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-313 thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

          Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

          The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

          Notwithstanding anything to the contrary contained herein, and subject
to Section 2(a), the Purchaser shall not be required to purchase any Mortgage
Loan as to which any Mortgage Note (endorsed as described in clause (a) above)
required to be delivered to or on behalf of the Trustee or the Master Servicer
pursuant to this Section 2 on or before the Closing Date is not so delivered, or
is not properly executed or is defective on its face, and the Purchaser's
acceptance of the related Mortgage Loan on the Closing Date shall in no way
constitute a waiver of such omission or defect or of the Purchaser's or its
successors' and assigns' rights in respect thereof pursuant to Section 5.

          SECTION 3. Examination of Mortgage Files and Due Diligence Review. The
Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

          On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of


                                       9

<PAGE>

the terms, covenants and conditions of this Agreement. Such examinations and
audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer with any additional
information identified by the Master Servicer, if applicable, as necessary to
complete the CMSA Property File, to the extent that such information is
available.

          The Purchaser may exercise any of its rights hereunder through one or
more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

          The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.


                                       10

<PAGE>

          SECTION 4. Representations and Warranties of the Seller and the
Purchaser.

          (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

          (i) The Seller is duly organized and is validly existing as a
     corporation in good standing under the laws of the State of New York. The
     Seller has the requisite power and authority and legal right to own the
     Mortgage Loans and to transfer and convey the Mortgage Loans to the
     Purchaser and has the requisite power and authority to execute and deliver,
     engage in the transactions contemplated by, and perform and observe the
     terms and conditions of, this Agreement.

          (ii) This Agreement has been duly and validly authorized, executed and
     delivered by the Seller, and assuming the due authorization, execution and
     delivery hereof by the Purchaser, this Agreement constitutes the valid,
     legal and binding agreement of the Seller, enforceable in accordance with
     its terms, except as such enforcement may be limited by (A) laws relating
     to bankruptcy, insolvency, reorganization, receivership or moratorium, (B)
     other laws relating to or affecting the rights of creditors generally, (C)
     general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law) or (D) public policy
     considerations underlying the securities laws, to the extent that such
     public policy considerations limit the enforceability of the provisions of
     this Agreement that purport to provide indemnification from liabilities
     under applicable securities laws.

          (iii) No consent, approval, authorization or order of, registration or
     filing with, or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by the Seller with this Agreement, or the consummation by the
     Seller of any transaction contemplated hereby, other than (1) such
     qualifications as may be required under state securities or blue sky laws,
     (2) the filing or recording of financing statements, instruments of
     assignment and other similar documents necessary in connection with the
     Seller's sale of the Mortgage Loans to the Purchaser, (3) such consents,
     approvals, authorizations, qualifications, registrations, filings or
     notices as have been obtained and (4) where the lack of such consent,
     approval, authorization, qualification, registration, filing or notice
     would not have a material adverse effect on the performance by the Seller
     under this Agreement.

          (iv) Neither the transfer of the Mortgage Loans to the Purchaser, nor
     the execution, delivery or performance of this Agreement by the Seller,
     conflicts or will conflict with, results or will result in a breach of, or
     constitutes or will constitute a default under (A) any term or provision of
     the Seller's articles of organization or by-laws, (B) any term or provision
     of any material agreement, contract, instrument or indenture to which the
     Seller is a party or by which it or any of its assets is bound or results
     in the creation or imposition of any lien, charge or encumbrance upon any
     of its property


                                       11

<PAGE>

     pursuant to the terms of any such indenture, mortgage, contract or other
     instrument, other than pursuant to this Agreement, or (C) after giving
     effect to the consents or taking of the actions contemplated in subsection
     (iii), any law, rule, regulation, order, judgment, writ, injunction or
     decree of any court or governmental authority having jurisdiction over the
     Seller or its assets, except where in any of the instances contemplated by
     clauses (B) or (C) above, any conflict, breach or default, or creation or
     imposition of any lien, charge or encumbrance, will not have a material
     adverse effect on the consummation of the transactions contemplated hereby
     by the Seller or its ability to perform its obligations and duties
     hereunder or result in any material adverse change in the business,
     operations, financial condition, properties or assets of the Seller, or in
     any material impairment of the right or ability of the Seller to carry on
     its business substantially as now conducted.

          (v) There are no actions or proceedings against, or investigations of,
     the Seller pending or, to the Seller's knowledge, threatened in writing
     against the Seller before any court, administrative agency or other
     tribunal, the outcome of which could reasonably be expected to materially
     and adversely affect the transfer of the Mortgage Loans to the Purchaser or
     the execution or delivery by, or enforceability against, the Seller of this
     Agreement or have an effect on the financial condition of the Seller that
     would materially and adversely affect the ability of the Seller to perform
     its obligations under this Agreement.

          (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
     this Agreement will effect a transfer by the Seller of all of its right,
     title and interest in and to the Mortgage Loans to the Purchaser.

          (vii) To the Seller's knowledge, the Seller's Information (as defined
     in that certain indemnification agreement, dated February 20, 2004, between
     the Seller, the Purchaser, the Underwriters and the Initial Purchaser (the
     "Indemnification Agreement")) relating to the Mortgage Loans does not
     contain any untrue statement of a material fact or omit to state a material
     fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. Notwithstanding
     anything contained herein to the contrary, this subparagraph (vii) shall
     run exclusively to the benefit of the Purchaser and no other party.

          To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date.

          Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

          (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:


                                       12

<PAGE>

          (i) The Purchaser is a corporation duly organized, validly existing,
     and in good standing under the laws of the State of Delaware with full
     power and authority to carry on its business as presently conducted by it.

          (ii) The Purchaser has full power and authority to acquire the
     Mortgage Loans, to execute and deliver this Agreement and to enter into and
     consummate all transactions contemplated by this Agreement. The Purchaser
     has duly and validly authorized the execution, delivery and performance of
     this Agreement and has duly and validly executed and delivered this
     Agreement. This Agreement, assuming due authorization, execution and
     delivery by the Seller, constitutes the valid and binding obligation of the
     Purchaser, enforceable against it in accordance with its terms, except as
     such enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium and other similar laws affecting the enforcement
     of creditors' rights generally and by general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

          (iii) No consent, approval, authorization or order of, registration or
     filing with, or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by the Purchaser with this Agreement, or the consummation by
     the Purchaser of any transaction contemplated hereby that has not been
     obtained or made by the Purchaser.

          (iv) Neither the purchase of the Mortgage Loans nor the execution,
     delivery and performance of this Agreement by the Purchaser will violate
     the Purchaser's certificate of incorporation or by-laws or constitute a
     default (or an event that, with notice or lapse of time or both, would
     constitute a default) under, or result in a breach of, any material
     agreement, contract, instrument or indenture to which the Purchaser is a
     party or that may be applicable to the Purchaser or its assets.

          (v) The Purchaser's execution and delivery of this Agreement and its
     performance and compliance with the terms of this Agreement will not
     constitute a violation of any law, rule, writ, injunction, order or decree
     of any court, or order or regulation of any federal, state or municipal
     government agency having jurisdiction over the Purchaser or its assets,
     which violation could materially and adversely affect the condition
     (financial or otherwise) or the operation of the Purchaser or its assets or
     could materially and adversely affect its ability to perform its
     obligations and duties hereunder.

          (vi) There are no actions or proceedings against, or investigations
     of, the Purchaser pending or, to the Purchaser's knowledge, threatened
     against the Purchaser before any court, administrative agency or other
     tribunal, the outcome of which could reasonably be expected to adversely
     affect the transfer of the Mortgage Loans, the issuance of the
     Certificates, the execution, delivery or enforceability of this Agreement
     or have an effect on the financial condition of the Purchaser that would
     materially and adversely affect the ability of the Purchaser to perform its
     obligation under this Agreement.


                                       13

<PAGE>

          (vii) The Purchaser has not dealt with any broker, investment banker,
     agent or other person, other than the Seller, the Underwriters, the Initial
     Purchaser and their respective affiliates, that may be entitled to any
     commission or compensation in connection with the sale of the Mortgage
     Loans or consummation of any of the transactions contemplated hereby.

          To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

          Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

          SECTION 5. Remedies Upon Breach of Representations and Warranties Made
by the Seller.

          (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

          (b) It is hereby further acknowledged that if any document required to
be delivered to the Trustee pursuant to Section 2 is not delivered as and when
required, not properly executed or is defective on its face, or if there is a
breach of any of the representations and warranties required to be made by the
Seller regarding the characteristics of the Mortgage Loans and/or the related
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case such
defect or breach, either (i) materially and adversely affects the interests of
the holders of the Certificates in the related Mortgage Loan, or (ii) both (A)
the document defect or breach materially and adversely affects the value of the
Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or
Rehabilitated Mortgage Loan (such a document defect described in the preceding
clause (i) or (ii), a "Material Document Defect" and such a breach described in
the preceding clause (i) or (ii) a "Material Breach"), the party discovering
such Material Document Defect or Material Breach shall promptly notify, in
writing, the other parties; provided that any breach of the representation and
warranty contained in paragraph (41) of such Exhibit 2 shall constitute a
Material Breach only if such prepayment premium or yield maintenance charge is
not deemed "customary" for commercial mortgage loans as evidenced by (i) an
opinion of tax counsel to such effect or (ii) a determination by the Internal
Revenue Service that such provision is not customary. Promptly (but in any event
within three Business Days) upon becoming aware of any such Material Document
Defect or Material Breach, the Master Servicer shall, and the Special Servicer
may, request that the Seller, not later than 90 days from the Seller's receipt
of the notice of such Material Document Defect or Material Breach, cure such
Material Document Defect or Material Breach, as the case may be, in all material
respects; provided, however, that if such Material Document Defect or Material
Breach, as the case may be, cannot be corrected or cured in all material
respects within such 90 day period, and such Material Document Defect or
Material Breach would not cause the Mortgage Loan to be other than a "qualified
mortgage"(as defined in the Code) but the Seller is diligently attempting to
effect such correction or cure, as certified by the Seller in an Officer's
Certificate delivered to


                                       14

<PAGE>

the Trustee, then the cure period will be extended for an additional 90 days
unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan
is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein.

          The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured within the above
cure periods, the Seller shall, on or before the termination of such cure
periods, either (i) repurchase the affected Mortgage Loan or REO Mortgage Loan
from the Purchaser or its assignee at the Purchase Price as defined in the
Pooling and Servicing Agreement, or (ii) if within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at its option replace, without recourse, any Mortgage Loan or REO
Mortgage Loan to which such defect relates with a Qualifying Substitute Mortgage
Loan. If such Material Document Defect or Material Breach would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code),
then notwithstanding the previous sentence or the previous paragraph, repurchase
must occur within 85 days from the date the Seller was notified of the defect.
The Seller agrees that any substitution shall be completed in accordance with
the terms and conditions of the Pooling and Servicing Agreement.

          If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above (a "Defective Mortgage Loan"), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage
Loans ("Crossed Mortgage Loans") and (z) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such Crossed Mortgage Loans (without regard to this
paragraph), then the applicable document defect or breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach, as
the case may be, as to each such Crossed Mortgage Loan for purposes of the above
provisions, and the Seller shall be obligated to repurchase or replace each such
Crossed Mortgage Loan in accordance with the provisions above, unless, in the
case of such breach or document defect, (A) the Seller provides a
Nondisqualification Opinion to the Trustee at the expense of the Seller if, in
the reasonable business judgement of the Trustee, it would be usual and
customary in accordance with industry practice to obtain a Nondisqualification
Opinion and (B) both of the following conditions would be satisfied if the
Seller were to repurchase or replace only those Mortgage Loans as to which a
Material Breach 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


                                       15

<PAGE>

coverage ratio for all such other Mortgage Loans (including the Affected
Loans(s)) set forth in Appendix A to the Final Prospectus Supplement and (B) the
debt service coverage ratio for all such Crossed Mortgage Loans (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement, and (ii) the loan-to-value ratio for all such Crossed
Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater
of (A) the loan-to-value ratio, expressed as a whole number (taken to one
decimal place), for all such Crossed Mortgage Loans (including the Affected
Loan(s)) set forth in Appendix A to the Final Prospectus Supplement plus 10% and
(B) the loan-to-value ratio for all such Crossed Mortgage Loans (including the
Affected Loans(s)), at the time of repurchase or replacement. The determination
of the Master Servicer as to whether the conditions set forth above have been
satisfied shall be conclusive and binding in the absence of manifest error. The
Master Servicer will be entitled to cause to be delivered, or direct the Seller
to (in which case the Seller shall) cause to be delivered to the Master
Servicer, an Appraisal of any or all of the related Mortgaged Properties for
purposes of determining whether the condition set forth in clause (ii) above has
been satisfied, in each case at the expense of the Seller if the scope and cost
of the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld).

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

          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


                                       16

<PAGE>

from the Mortgage File of the item called for by paragraph (h) of the definition
of Mortgage File. If any of the foregoing Material Document Defects is
discovered by the Custodian (or the Trustee if there is no Custodian), the
Trustee (or as set forth in Section 2.3(a) of the Pooling and Servicing
Agreement, the Master Servicer) will take the steps described elsewhere in this
Section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon the Seller for the cure of the Material Document
Defect or repurchase or replacement of the related Mortgage Loan.

          If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the affected Mortgage Loan from the Purchaser or its assignee or
(iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan,
each in accordance with this Agreement, then provided that (i) the period of
time provided for the Seller to correct, repurchase or cure has expired and (ii)
the Mortgage Loan is then in default and is then a Specially Serviced Mortgage
Loan, the Special Servicer may, subject to the Servicing Standard, modify,
work-out or foreclose, sell or otherwise liquidate (or permit the liquidation
of) the Mortgage Loan pursuant to Section 9.5, Section 9.12, Section 9.15 and
Section 9.36, as applicable, of the Pooling and Servicing Agreement, while
pursuing the repurchase claim. The Seller acknowledges and agrees that any
modification of the Mortgage Loan pursuant to a work-out shall not constitute a
defense to any repurchase claim nor shall such modification and work-out change
the Purchase Price due from the Seller for any repurchase claim. In the event of
any such modification and work-out, the Seller shall be obligated to repurchase
the Mortgage Loan as modified and the Purchase Price shall include any Work-Out
Fee paid to the Special Servicer up to the date of repurchase plus the present
value (calculated at a discount rate equal to the applicable Mortgage Rate) of
the Work-Out Fee that would have been payable to the Special Servicer in respect
of such Mortgage Loan if the Mortgage Loan performed in accordance with its
terms to its Maturity Date, provided that no amount shall be paid by the Seller
in respect of any Work-Out Fee if a Liquidation Fee already comprises a portion
of the Purchase Price.

          The Seller shall be notified promptly and in writing by (i) the
Trustee of any notice that it receives that an Option Holder intends to exercise
its Option to purchase the Mortgage Loan in accordance with and as described in
Section 9.36 of the Pooling and Servicing Agreement and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right to purchase the related Mortgage
Loan or REO Property, as applicable, from the Trust at a purchase price equal
to, in the case of clause (i) of the immediately preceding sentence, the Option
Purchase Price or, in the case of clause (ii) of the immediately preceding
sentence, the amount of such offer. Notwithstanding anything to the contrary
contained in this Agreement or in the Pooling and Servicing Agreement, the right
of any Option Holder to purchase such Mortgage Loan shall be subject and
subordinate to the Seller's right to purchase such Mortgage Loan as described in
the immediately preceding sentence. The Seller shall have five (5) Business Days
to notify the Trustee or Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property from the date that it was
notified of such intention to exercise such Option or of such offer. The Special
Servicer shall be obligated to provide the Seller with any appraisal or other
third party reports relating to the Mortgaged Property within its possession to
enable the Seller to evaluate the Mortgage Loan or


                                       17

<PAGE>

REO Property. Any sale of the Mortgage Loan, or foreclosure upon such Mortgage
Loan and sale of the REO Property, to a Person other than the Seller shall be
without (i) recourse of any kind (either express or implied) by such Person
against the Seller and (ii) representation or warranty of any kind (either
express or implied) by the Seller to or for the benefit of such Person.

          The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer shall notify the Seller of the discovery of the
Material Document Defect or Material Breach and the Seller shall have 90 days to
correct or cure such Material Document Defect or Material Breach or purchase the
REO Property at the Purchase Price. If the Seller fails to correct or cure the
Material Document Defect or Material Breach or purchase the REO Property, then
the provisions above regarding notice of offers related to such REO Property and
the 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 Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan (a "Final Judicial Determination") or the Seller
otherwise accepts liability, then, but in no event later than the Termination of
the Trust pursuant to Section 9.30 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between any
Liquidation Proceeds received upon such liquidation in accordance with the
Pooling and Servicing Agreement (including those arising from any sale to the
Seller) and the Purchase Price.

          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 5(b), the Special Servicer shall not receive a
Liquidation Fee from the Seller (but may collect such Liquidation Fee from the
related Liquidation Proceeds as otherwise provided herein); provided, however,
that in the event the Seller is obligated to repurchase the Mortgage Loan or REO
Mortgaged Property after a final liquidation of such Mortgage Loan or REO
Property pursuant to the immediately preceding paragraph, an amount equal to any
Liquidation Fee (calculated on the basis of Liquidation Proceeds) payable to the
Special Servicer shall be included in the definition of "Purchase Price" in
respect of such Mortgage Loan or REO Mortgaged Property. Except as expressly set
forth above, no Liquidation Fee shall be payable in connection with a repurchase
of a Mortgage Loan by the Seller.

          The obligations of the Seller set forth in this Section 5(b) to cure a
Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

          Notwithstanding the foregoing, in the event that there is a breach of
the representations and warranties set forth in paragraph 39 in Exhibit 2
attached hereto, and as a result the payments, by a Mortgagor, of reasonable
costs and expenses associated with the defeasance or assumption of a Mortgage
Loan are insufficient causing the Trust to incur an


                                       18

<PAGE>

Additional Trust Expense in an amount equal to such reasonable costs and
expenses not paid by such Mortgagor, the Seller hereby covenants and agrees to
reimburse the Trust within 90 days of the receipt of notice of such breach in an
amount sufficient to avoid such Additional Trust Expense. The parties hereto
acknowledge that such reimbursement shall be the Seller's sole obligation with
respect to the breach discussed in the previous sentence.

          (c) The Pooling and Servicing Agreement shall provide that the Trustee
(or the Master Servicer or the Special Servicer on its behalf) shall give
written notice promptly (but in any event within three Business Days) to the
Seller of its discovery of any Material Document Defect or Material Breach and
prompt written notice to the Seller in the event that any Mortgage Loan becomes
a Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

          (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

          SECTION 6. Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Latham & Watkins LLP, 885 Third Avenue, New
York, NY 10022 at 9:00 a.m., New York time, on the Closing Date.

          The closing shall be subject to each of the following conditions:

          (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (to the extent of
the standard, if any, set forth in each representation and warranty).

          (b) All Closing Documents specified in Section 7 of this Agreement, in
such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

          (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

          (d) The result of the examination and audit performed by the Purchaser
and its affiliates pursuant to Section 3 hereof shall be satisfactory to the
Purchaser and its affiliates in their sole determination and the parties shall
have agreed to the form and contents of the Seller's Information to be disclosed
in the Memorandum and the Prospectus Supplement.


                                       19

<PAGE>

          (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

          (f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser pursuant to Section 8 hereof.

          (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

          (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

          (i) The Seller shall have received the purchase price for the Mortgage
Loans pursuant to Section 1 hereof.

          Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

          SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:

          (a) This Agreement duly executed by the Purchaser and the Seller.

          (b) A certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the Purchaser and its
successors and assigns may rely, to the effect that: (i) the representations and
warranties of the Seller in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on the Closing Date, provided that any representations and warranties made as of
a specified date shall be true and correct as of such specified date; and (ii)
the Seller has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied on or prior to the Closing Date.

          (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

          (d) A certificate of existence for the Seller from the Secretary of
State of New York dated not earlier than 30 days prior to the Closing Date.

          (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions


                                       20

<PAGE>

contemplated herein, was at the respective times of such signing and delivery,
and is as of the Closing Date, duly elected or appointed, qualified and acting
as such officer or representative, and the signatures of such persons appearing
on such documents and certificates are their genuine signatures.

          (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

          (i) The Seller is validly existing under New York law and has full
     corporate power and authority to enter into and perform its obligations
     under this Agreement.

          (ii) This Agreement has been duly authorized, executed and delivered
     by the Seller.

          (iii) No consent, approval, authorization or order of any federal
     court or governmental agency or body is required for the consummation by
     the Seller of the transactions contemplated by the terms of this Agreement
     except any approvals as have been obtained.

          (iv) Neither the execution, delivery or performance of this Agreement
     by the Seller, nor the consummation by the Seller of any of the
     transactions contemplated by the terms of this Agreement (A) conflicts with
     or results in a breach or violation of, or constitutes a default under, the
     organizational documents of the Seller, (B) to the knowledge of such
     counsel, constitutes a default under any term or provision of any material
     agreement, contract, instrument or indenture, to which the Seller is a
     party or by which it or any of its assets is bound or results in the
     creation or imposition of any lien, charge or encumbrance upon any of its
     property pursuant to the terms of any such indenture, mortgage, contract or
     other instrument, other than pursuant to this Agreement, or (C) conflicts
     with or results in a breach or violation of any law, rule, regulation,
     order, judgment, writ, injunction or decree of any court or governmental
     authority having jurisdiction over the Seller or its assets, except where
     in any of the instances contemplated by clauses (B) or (C) above, any
     conflict, breach or default, or creation or imposition of any lien, charge
     or encumbrance, will not have a material adverse effect on the consummation
     of the transactions contemplated hereby by the Seller or materially and
     adversely affect its ability to perform its obligations and duties
     hereunder or result in any material adverse change in the business,
     operations, financial condition, properties or assets of the Seller, or in
     any material impairment of the right or ability of the Seller to carry on
     its business substantially as now conducted.

          (v) To his or her knowledge, there are no legal or governmental
     actions, investigations or proceedings pending to which the Seller is a
     party, or threatened against the Seller, (a) asserting the invalidity of
     this Agreement or (b) which materially and adversely affect the performance
     by the Seller of its obligations under, or the validity or enforceability
     of, this Agreement.


                                       21

<PAGE>

          (vi) This Agreement is a valid, legal and binding agreement of the
     Seller, enforceable against the Seller in accordance with its terms, except
     as such enforcement may be limited by (1) laws relating to bankruptcy,
     insolvency, reorganization, receivership or moratorium, (2) other laws
     relating to or affecting the rights of creditors generally, (3) general
     equity principles (regardless of whether such enforcement is considered in
     a proceeding in equity or at law) or (4) public policy considerations
     underlying the securities laws, to the extent that such public policy
     considerations limit the enforceability of the provisions of this Agreement
     that purport to provide indemnification from liabilities under applicable
     securities laws.

          Such opinion may express its reliance as to factual matters on, among
other things specified in such opinion, the representations and warranties made
by, and on certificates or other documents furnished by officers of, the parties
to this Agreement.

          In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the federal laws of the United States and the
corporate laws of the State of Delaware and the State of New York, as
applicable.

          (g) Such other opinions of counsel as any Rating Agency may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser or
the Seller's execution and delivery of, or performance under, this Agreement.

          (h) A letter from Deloitte & Touche, certified public accountants,
dated the date hereof, to the effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Memorandum and the
Prospectus Supplement agrees with the records of the Seller.

          (i) Such further certificates, opinions and documents as the Purchaser
may reasonably request.

          (j) An officer's certificate of the Purchaser, dated as of the Closing
Date, with the resolutions of the Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the
charter, by-laws and certificate of good standing of the Purchaser dated not
earlier than 30 days prior to the Closing Date.

          (k) Such other certificates of the Purchaser's officers or others and
such other documents to evidence fulfillment of the conditions set forth in this
Agreement as the Seller or its counsel may reasonably request.

          (l) An executed Bill of Sale in the form attached hereto as Exhibit 4.

          SECTION 8. Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a separate Letter of
Understanding dated [___], 2004.

          SECTION 9. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by


                                       22

<PAGE>

express courier delivery service and received by the addressee, or (d)
transmitted by telex or facsimile transmission (or any other type of electronic
transmission agreed upon by the parties) and confirmed by a writing delivered by
any of the means described in (a), (b) or (c), if (i) to the Purchaser,
addressed to Morgan Stanley Capital I Inc., 1585 Broadway, New York, New York
10036, Attention: Andrew Berman, with a copy to Morgan Stanley Capital I Inc.,
1585 Broadway, New York, New York 10036, Attention: Legal Department (or such
other address as may hereafter be furnished in writing by the Purchaser), or if
(ii) to the Seller, addressed to the Seller at Morgan Stanley Mortgage Capital
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman (or to
such other address as the Seller may designate in writing) with a copy to the
attention of Michelle Wilke, Esq.

          SECTION 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
that is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

          SECTION 11. Further Assurances. The Seller and the Purchaser each
agree to execute and deliver such instruments and take such actions as the other
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement and the Pooling and Servicing
Agreement.

          SECTION 12. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on its behalf, and that the
representations, warranties and agreements made by such other party herein or in
any such certificate or other instrument shall survive the delivery of and
payment for the Mortgage Loans and shall continue in full force and effect,
notwithstanding any restrictive or qualified endorsement on the Mortgage Notes
and notwithstanding subsequent termination of this Agreement.

          SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


                                       23

<PAGE>

          SECTION 14. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 9, 10, 11,
12 and 13 hereof may be assigned to the Trustee as may be required to effect the
purposes of the Pooling and Servicing Agreement and, upon such assignment, the
Trustee shall succeed to the rights and obligations hereunder of the Purchaser.
No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement
shall be deemed a successor or permitted assigns because of such ownership.

          SECTION 15. Miscellaneous. This Agreement may be executed in two or
more counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
rights and obligations of the Seller under this Agreement shall not be assigned
by the Seller without the prior written consent of the Purchaser, except that
any person into which the Seller may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller is a party, or any person succeeding to the entire business of the Seller
shall be the successor to the Seller hereunder.

          SECTION 16. Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding (solely with
respect to those portions of this Agreement that are not assigned to the
Trustee), the Indemnification Agreement and the Pooling and Servicing
Agreement), and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.


                                       24

<PAGE>

          IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.

                                        MORGAN STANLEY MORTGAGE CAPITAL INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


                                        MORGAN STANLEY CAPITAL I INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


                                       1-1

<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

          1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects as of the
date of this Agreement and as of the Cut-Off Date.

          2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained.

          3. Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date, in each case, without giving effect to
any applicable grace period.

          4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for
such other Mortgage Loan (the foregoing items (a) through (e) being herein
referred to as the "Permitted Encumbrances"). The related assignment of such
Mortgage executed and delivered in favor of the Trustee is in recordable form
and constitutes a legal, valid and binding assignment, sufficient to convey to
the assignee named therein all of the assignor's right, title and interest in,
to and under such Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes and creates
a valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable security interest in favor of the holder thereof in all of the
related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel


                                       2-1

<PAGE>

or an assisted living facility, the Mortgagor's personal property includes all
personal property that a prudent mortgage lender making a similar Mortgage Loan
would deem reasonably necessary to operate the related Mortgaged Property as it
is currently being operated. A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.

          5. Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases.

          6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File.

          7. Condition of Property; Condemnation. (i) With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report within 18 months prior to the Cut-Off Date as set forth on
Schedule A to this Exhibit 2, each Mortgaged Property is free and clear of any
damage (or adequate reserves therefor have been established) that would
materially and adversely affect its value as security for the related Mortgage
Loan, and (ii) with respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report within 18 months prior
to the Cut-Off Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination


                                       2-2

<PAGE>

of the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
(x) all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, (y) no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein, and (z) the Mortgaged Property securing
each Mortgage Loan is located on or adjacent to a public road, or has access to
an easement permitting ingress and egress.

          8. Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or an equivalent form of) lender's title insurance
policy or a marked-up title insurance commitment (on which the required premium
has been paid) which evidences such title insurance policy (the "Title Policy")
in the original principal amount of the related Mortgage Loan after all advances
of principal. Each Title Policy insures that the related Mortgage is a valid
first priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located.

          9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been complied with on or before the
Closing Date have been complied with, or any such funds so escrowed have not
been released.

          10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13)
such as to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.

          11. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(1) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.


                                       2-3

<PAGE>

          12. Environmental Conditions.

          (i)  Except as set forth on Schedule A to this Exhibit 2, with respect
               to the Mortgaged Properties securing the Mortgage Loans that were
               the subject of an environmental site assessment within 18 months
               prior to the Cut-Off Date, an environmental site assessment
               prepared to ASTM standards, or an update of a previous such
               report, was performed with respect to each Mortgaged Property in
               connection with the origination or the sale of the related
               Mortgage Loan, a report of each such assessment (or the most
               recent assessment with respect to each Mortgaged Property) (an
               "Environmental Report") has been delivered to the Purchaser, and
               the Seller has no knowledge of any material and adverse
               environmental condition or circumstance affecting any Mortgaged
               Property that was not disclosed in such report. Each Mortgage
               requires the related Mortgagor to comply with all applicable
               federal, state and local environmental laws and regulations.
               Where such assessment disclosed the existence of a material and
               adverse environmental condition or circumstance affecting any
               Mortgaged Property, (i) a party not related to the Mortgagor was
               identified as the responsible party for such condition or
               circumstance or (ii) environmental insurance covering such
               condition was obtained or must be maintained until the condition
               is remediated or (iii) the related Mortgagor was required either
               to provide additional security that was deemed to be sufficient
               by the originator in light of the circumstances and/or to
               establish an operations and maintenance plan. Each Mortgage Loan
               set forth on Schedule C to this Exhibit 2 (each, a "Schedule C
               Loan") is the subject of a Secured Creditor Impaired Property
               Policy, issued by the issuer set forth on Schedule C (the "Policy
               Issuer") and effective as of the date thereof (the "Environmental
               Insurance Policy"). Except as set forth on Schedule A to this
               Exhibit 2, with respect to each Schedule C Loan, (i) the
               Environmental Insurance Policy is in full force and effect,
               (ii)(a) a property condition or engineering report was prepared
               with respect to lead based paint ("LBP"), asbestos containing
               materials ("ACM") and radon gas ("RG") at each related Mortgaged
               Property and (b) if such report disclosed the existence of a
               material and adverse LBP, ACM or RG environmental condition or
               circumstance affecting the related Mortgaged Property, the
               related Mortgagor (A) was required to remediate the identified
               condition prior to closing the Mortgage Loan or provide
               additional security, or establish with the lender a reserve from
               loan proceeds, in an amount deemed to be sufficient by the Seller
               for the remediation of the problem and/or (B) agreed in the
               Mortgage Loan documents to establish an operations and
               maintenance plan after the closing of the Mortgage Loan, (iii) on
               the effective date of the Environmental Insurance Policy, Seller
               as originator had no knowledge of any material and adverse
               environmental condition or circumstance affecting the Mortgaged
               Property (other than the existence of LBP, ACM or RG) that was
               not disclosed to the Policy Issuer in one or more of the


                                       2-4

<PAGE>

               following: (a) the application for insurance, (b) a borrower
               questionnaire that was provided to the Policy Issuer or (c) an
               engineering or other report provided to the Policy Issuer and
               (iv) the premium of any Environmental Insurance Policy has been
               paid through the maturity of the policy's term and the term of
               such policy extends at least five years beyond the maturity of
               the Mortgage Loan.

          (ii) With respect to the Mortgaged Properties securing the Mortgage
               Loans that were not the subject of an environmental site
               assessment prepared to ASTM standards within 18 months prior to
               the Cut-Off Date as set forth on Schedule A to this Exhibit 2,
               (i) no Hazardous Material is present on such Mortgaged Property
               such that (1) the value of such Mortgaged Property is materially
               and adversely affected or (2) under applicable federal, state or
               local law, (a) such Hazardous Material could be required to be
               eliminated at a cost materially and adversely affecting the value
               of the Mortgaged Property before such Mortgaged Property could be
               altered, renovated, demolished or transferred or (b) the presence
               of such Hazardous Material could (upon action by the appropriate
               governmental authorities) subject the owner of such Mortgaged
               Property, or the holders of a security interest therein, to
               liability for the cost of eliminating such Hazardous Material or
               the hazard created thereby at a cost materially and adversely
               affecting the value of the Mortgaged Property, and (ii) such
               Mortgaged Property is in material compliance with all applicable
               federal, state and local laws pertaining to Hazardous Materials
               or environmental hazards, any noncompliance with such laws does
               not have a material adverse effect on the value of such Mortgaged
               Property and neither Seller nor, to Seller's knowledge, the
               related Mortgagor or any current tenant thereon, has received any
               notice of violation or potential violation of any such law.

               "Hazardous Materials" means gasoline, petroleum products,
               explosives, radioactive materials, polychlorinated biphenyls or
               related or similar materials, and any other substance or material
               as may be defined as a hazardous or toxic substance by any
               federal, state or local environmental law, ordinance, rule,
               regulation or order, including without limitation, the
               Comprehensive Environmental Response, Compensation and Liability
               Act of 1980, as amended (42 U.S.C.Sections 9601 et seq.), the
               Hazardous Materials Transportation Act as amended (42 U.S.C.
               Sections 6901 et seq.), the Federal Water Pollution Control Act
               as amended (33 U.S.C.Sections 1251 et seq.), the Clean Air Act
               (42 U.S.C.Sections 1251 et seq.) and any regulations promulgated
               pursuant thereto.

          13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of the related Mortgagor or any guarantor of any non-recourse exceptions
and environmental liability is the legal, valid and binding obligation of the
maker thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-


                                       2-5

<PAGE>

deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

          14. Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
not less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property, and the policy contains no
provisions for a deduction for depreciation; (b) a business interruption or
rental loss insurance policy, in an amount at least equal to twelve months of
operations of the Mortgaged Property estimated as of the date of origination by
the originator of such Mortgage Loan consistent with its normal commercial
lending practices; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, and in any event not less
than $1 million per occurrence. Each insurance policy contains a standard
mortgagee clause that names the mortgagee as an additional insured in the case
of liability insurance policies and as a loss payee in the case of property
insurance policies and requires prior notice to the holder of the Mortgage of
termination, reduction of coverage or cancellation. No such notice has been
received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan.

          15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest or penalties would be first payable thereon.


                                       2-6

<PAGE>

          16. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding. As of the date of origination, (i)
with respect to Mortgage Loans with a principal balance greater than $3,500,000,
no tenant physically occupying 25% or more (by square feet) of the net rentable
area of the related Mortgaged Property was, to the Seller's knowledge, a debtor
in any state or federal bankruptcy or insolvency proceeding and (ii) with
respect to Mortgage Loans with a principal balance equal to or less than
$3,500,000 no tenant physically occupying 50% or more (by square feet) of the
net rentable area of the related Mortgaged Property was, to the Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

          17. Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

          (i)  Such Ground Lease or a memorandum thereof has been or will be
               duly recorded; such Ground Lease (or the related estoppel letter
               or lender protection agreement between the Seller and related
               lessor) does not prohibit the current use of the Mortgaged
               Property and does not prohibit the interest of the lessee
               thereunder to be encumbered by the related Mortgage; and there
               has been no material change in the payment terms of such Ground
               Lease since the origination of the related Mortgage Loan, with
               the exception of material changes reflected in written
               instruments that are a part of the related Mortgage File;

          (ii) The lessee's interest in such Ground Lease is not subject to any
               liens or encumbrances superior to, or of equal priority with, the
               related Mortgage, other than Permitted Encumbrances;

          (iii) The Mortgagor's interest in such Ground Lease is assignable to
               the Purchaser and its successors and assigns upon notice to, but
               without the consent of, the lessor thereunder (or, if such
               consent is required, it has been obtained prior to the Closing
               Date) and, in the event that it is so assigned, is further
               assignable by the Purchaser and its successors and assigns upon
               notice to, but without the need to obtain the consent of, such
               lessor or if such lessor's consent is required it either has been
               obtained or it cannot be unreasonably withheld;

          (iv) Such Ground Lease is in full force and effect, and the Ground
               Lease provides that no material amendment to such Ground Lease is
               binding on a mortgagee unless the mortgagee has consented
               thereto, and the Seller has received no notice that an event of
               default has occurred thereunder, and, to the Seller's knowledge,
               there exists no condition that, but for the passage of time or
               the giving of notice, or both, would result in an event of
               default under the terms of such Ground Lease;


                                       2-7

<PAGE>

          (v)  Such Ground Lease, or an estoppel letter or other agreement, (A)
               requires the lessor under such Ground Lease to give notice of any
               default by the lessee to the holder of the Mortgage; and (B)
               provides that no notice of termination given under such Ground
               Lease is effective against the holder of the Mortgage unless a
               copy of such notice has been delivered to such holder and the
               lessor has offered or is required to enter into a new lease with
               such holder on terms that do not materially vary from the
               economic terms of the Ground Lease.

          (vi) A mortgagee is permitted a reasonable opportunity (including,
               where necessary, sufficient time to gain possession of the
               interest of the lessee under such Ground Lease) to cure any
               default under such Ground Lease, which is curable after the
               receipt of notice of any such default, before the lessor
               thereunder may terminate such Ground Lease;

          (vii) Such Ground Lease has an original term (including any extension
               options set forth therein that are exercisable and enforceable by
               the holder of the Mortgage) which extends not less than twenty
               years beyond the Stated Maturity Date of the related Mortgage
               Loan;

          (viii) Under the terms of such Ground Lease and the related Mortgage,
               taken together, any related insurance proceeds or condemnation
               award awarded to the holder of the ground lease interest will be
               applied either (A) to the repair or restoration of all or part of
               the related Mortgaged Property, with the mortgagee or a trustee
               appointed by the related Mortgage having the right to hold and
               disburse such proceeds as the repair or restoration progresses
               (except in such cases where a provision entitling a third party
               to hold and disburse such proceeds would not be viewed as
               commercially unreasonable by a prudent commercial mortgage
               lender), or (B) to the payment of the outstanding principal
               balance of the Mortgage Loan together with any accrued interest
               thereon; and

          (ix) Such Ground Lease does not impose any restrictions on subletting
               which would be viewed as commercially unreasonable by prudent
               commercial mortgage lenders lending on a similar Mortgaged
               Property in the lending area where the Mortgaged Property is
               located; and such Ground Lease contains a covenant that the
               lessor thereunder is not permitted, in the absence of an uncured
               default, to disturb the possession, interest or quiet enjoyment
               of the lessee thereunder for any reason, or in any manner, which
               would materially adversely affect the security provided by the
               related Mortgage.

          (x)  Such Ground Lease requires the Lessor to enter into a new lease
               upon termination of such Ground Lease if the Ground Lease is
               rejected in a bankruptcy proceeding.


                                       2-8

<PAGE>

          18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

          19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

          20. Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

          21. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

          22. No Mechanics' Liens. Each Mortgaged Property is free and clear of
any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, and no rights are outstanding that under law could
give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

          23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

          24. Cross-collateralization. No Mortgage Loan is cross-collateralized
or cross-defaulted with any loan other than one or more other Mortgage Loans.


                                       2-9

<PAGE>

          25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Borrower to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg.Section 1.1001-3 and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code.

          26. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or shared appreciation feature
or provides for negative amortization (except that the ARD Loan may provide for
the accrual of interest at an increased rate after the Anticipated Repayment
Date) or for any contingent or additional interest in the form of participation
in the cash flow of the related Mortgaged Property. Neither the Seller nor any
affiliate thereof has any obligation to make a capital contribution to the
Mortgagor under the Mortgage Loan or otherwise.

          27. No Material Default. There exists no material default, breach,
violation or event of acceleration (and, to the Seller's knowledge, no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller.

          28. Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.

          29. Local Law Compliance. Based on due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.


                                      2-10

<PAGE>

          30. Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.

          31. Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

          32. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

          33. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

          34. Assisted Living Facility Regulation. If the Mortgaged Property is
operated as an assisted living facility, to the Seller's knowledge (a) the
related Mortgagor is in compliance in all material respects with all federal and
state laws applicable to the use and operation of the related Mortgaged Property
and (b) if the operator of the Mortgaged Property participates in Medicare or
Medicaid programs, the facility is in compliance in all material respects with
the requirements for participation in such programs.

          35. Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

          36. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.


                                      2-11

<PAGE>

          37. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-Off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

          38. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds, condemnation awards or tenant security deposits and breaches of the
environmental covenants in the Mortgage Loan documents.

          39. Defeasance and Assumption Costs. The related Mortgage Loan
documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of the lender associated with the approval of an assumption of such Mortgage
Loan.

          40. Defeasance. No Mortgage Loan provides that it can be defeased
until the date that is more than two years after the Closing Date or provides
that it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

          41. Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted "customary prepayment penalties" within the meaning of
Treasury Regulation Section 1.860G-1(b)(2).

          42. Terrorism Insurance. With respect to each Mortgage Loan that has a
principal balance as of the Cut-off Date that is greater than or equal to
$17,500,000, the related all risk insurance policy and business interruption
policy do not specifically exclude Acts of Terrorism, as defined in the
Terrorism Risk Insurance Act of 2002, from coverage, or if such


                                      2-12

<PAGE>

coverage is excluded, is covered by a separate terrorism insurance policy. With
respect to each other Mortgage Loan, the related all risk insurance policy and
business interruption policy did not as of the date of origination of the
Mortgage Loan, and, to the Seller's knowledge, do not, as of the date hereof,
specifically exclude Acts of Terrorism from coverage, or if such coverage is
excluded, it is covered by a separate terrorism insurance policy. With respect
to each of the Mortgage Loans, the related Mortgage Loan documents do not waive
or prohibit the mortgagee from requiring coverage for acts of terrorism or
damages related thereto, except to the extent that any right to require such
coverage may be limited by commercially reasonable availability, or as otherwise
indicated on Schedule A.

          43. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury Regulation
Section 1.860G-2(a), and the related Mortgaged Property, if acquired in
connection with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section 860G(a)(8)
(without regard to Section 856(e)(4) of the Code).

          44. No Fraud in Origination. In the origination of the Mortgage Loan,
none of the Seller, the originator or any employee of the Seller or the
originator, engaged in any fraud or intentional material misrepresentation with
respect to the Mortgagor, the Mortgaged Property or any guarantor.

          45. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots containing no other property, or is subject to an
endorsement under the related Title Policy insuring same, or an application for
the creation of separate tax lots complying in all respects with the applicable
laws and requirements of the applicable governing authority has been made and
approved by the applicable governing authority and such tax lots shall be
effective for the next tax year.


                                      2-13

<PAGE>
                                   Schedule A

                  Exceptions to Representations and Warranties

<PAGE>

                                   Schedule B

    List of Mortgagors that are Third-Party Beneficiaries Under Section 5(b)

<PAGE>

                                   Schedule C

  List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies


                                       3-1

<PAGE>

                                    EXHIBIT 3

                               PRICING FORMULATION


                                       3-1

<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

          1. Parties. The parties to this Bill of Sale are the following:

             Seller:             Morgan Stanley Mortgage Capital Inc.
             Purchaser:          Morgan Stanley Capital I Inc.

          2. Sale. For value received, the Seller hereby conveys to the
Purchaser, without recourse, all right, title and interest in and to the
Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the
Mortgage Loan Purchase Agreement, dated as of February 20, 2004 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

          (a) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

          (b) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit, investment property, and other rights arising
     from or by virtue of the disposition of, or collections with respect to, or
     insurance proceeds payable with respect to, or claims against other Persons
     with respect to, all or any part of the collateral described in clause (a)
     above (including any accrued discount realized on liquidation of any
     investment purchased at a discount); and

          (c) All cash and non-cash proceeds of the collateral described in
     clauses (a) and (b) above.

          3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

          4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.


                                       4-1

<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of
Sale to be duly executed and delivered on this 20th day of February, 2004.

SELLER:                                 MORGAN STANLEY MORTGAGE CAPITAL INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


PURCHASER:                              MORGAN STANLEY CAPITAL I INC.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


                                       5-1




<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 2004-HQ3

                    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 Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-HQ3 ("Trustee"), under that certain
Pooling and Servicing Agreement dated as of March 1, 2004 (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 __________ , 2004.

                                LASALLE BANK NATIONAL ASSOCIATION,
                                as trustee for Morgan Stanley Capital I Inc.,
                                Commercial Mortgage Pass-Through Certificates,
                                Series 2004-HQ3


                                By:
                                    --------------------------------------------
                                Name:
                                     -------------------------------------------
                                Title:
                                      ------------------------------------------

<PAGE>

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

                          ALL-PURPOSE ACKNOWLEDGEMENT

                                        )
                                        )
                                        )

     On ___________________ before me, _________________________________________
               Date                     Name and Title of Officer (i.e., Your
                                        Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)

--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

     WITNESS my hand and official seal.


     -------------------------------------
              Signature of Notary

                                           (Affix seal in the above blank space)

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

<PAGE>

                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
550 California Street, 12th Floor
San Francisco, CA  94104
Attention: Commercial Mortgage Pass-
   Through Certificates Series 2004-HQ3

                    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 Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2004-HQ3 ("Trustee"), under that certain
Pooling and Servicing Agreement dated as of March 1, 2004 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint GMAC
COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and
Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

          To perform any and all acts which may be necessary or appropriate to
enable GMAC to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by GMAC of
its duties as Special Servicer under the Pooling and Servicing Agreement, giving
and granting unto GMAC full power and authority to do and perform any and every
act necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that GMAC shall lawfully do or cause to
be done by virtue hereof.


                                     S-2-1

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2004.


                                LASALLE BANK NATIONAL ASSOCIATION,
                                as trustee for Morgan Stanley Capital I Inc.,
                                Commercial Mortgage Pass-Through Certificates,
                                Series 2004-HQ3


                                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]

             [Available at CMSA Website version 2.0 dated 11/15/99]

<PAGE>

                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                  Submission Package to the Special Services]

             [Available at CMSA Website version 2.0 dated 11/15/99]

<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:

LaSalle Bank National Association,
   as Trustee
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
           Certificates, Series 2004-HQ3

     In accordance with the Pooling and Servicing Agreement, dated as of March
     1, 2004 (the "Agreement"), by and among Morgan Stanley Capital I Inc., as
     Depositor, Wells Fargo Bank, National Association, as Master Servicer, GMAC
     Commercial Mortgage Corporation, as Special Servicer, ABN AMRO Bank N.V.,
     as Fiscal Agent and LaSalle Bank National Association, as Trustee (the
     "Trustee"), with respect to the above referenced certificates (the
     "Certificates"), the undersigned hereby certifies and agrees as follows:

1.   The undersigned is a beneficial owner or prospective purchaser of the Class
     __ Certificates.

2.   The undersigned is requesting access to the Trustee's internet website
     containing certain information (the "Information") and/or is requesting the
     information identified on the schedule attached hereto (also, the
     "Information") pursuant to the provisions of the Agreement.

3.   In consideration of the Trustee's disclosure to the undersigned of the
     Information, or access thereto, the undersigned will keep the Information
     confidential (except from such outside persons as are assisting it in
     making an evaluation in connection with purchasing the related
     Certificates, from its accountants and attorneys, and otherwise from such
     governmental or banking authorities or agencies to which the undersigned is
     subject), and such Information will not, without the prior written consent
     of the Trustee, be otherwise disclosed by the undersigned or by its
     officers, directors, partners, employees, agents or representatives
     (collectively, the "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
     Trustee 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
                    TRUSTEE'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/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)  GMAC 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>

                                   EXHIBIT CC


                        Form of Performance Certification

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR


     Re:  Morgan Stanley Capital I Inc. Trust 2004-HQ3 (the "Trust"), Commercial
          Mortgage Pass-Through Certificates, Series 2004-HQ3, issued pursuant
          to the Pooling and Servicing Agreement, dated as of March 1, 2004 (the
          "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
          Inc., as depositor (the "Depositor"), Wells Fargo Bank, National
          Association, as master servicer (the "Master Servicer"), GMAC
          Commercial Mortgage Corporation, as special servicer (the "Special
          Servicer"), LaSalle Bank National Association, as trustee and
          certificate registrar (the "Trustee"), and ABN AMRO Bank N.V., as
          fiscal agent. Capitalized terms used herein but not defined herein
          have the respective meanings given them in the Pooling and Servicing
          Agreement.

I, [identify the certifying individual], certify to the Depositor [and the
Trustee] [add for certifications signed by an officer of the Master Servicer or
the Special Servicer], and [its][their] [add for certifications signed by an
officer of the Master Servicer or the Special Servicer] officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

          1.   [To be certified by the Trustee] [I have reviewed the annual
               report on Form 10-K for the fiscal year [___] (the "Annual
               Report"), and all reports on Form 8-K containing distribution
               reports filed in respect of periods included in the year covered
               by the Annual Report (collectively with the Annual Report, the
               "Reports"), of the Trust;]

          2.   [To be certified by the Trustee] [To the best of my knowledge,
               the information in the Reports, taken as a whole, does not
               contain any untrue statement of a material fact or omit to state
               a material fact necessary to make the statements made, in the
               light of the circumstances under which such statements were made,
               not misleading as of the last day of the period covered by the
               Annual Report;]

          3.   [To be covered by the Trustee] [To the best of my knowledge, the
               distribution or servicing information required to be provided to
               the Trustee by the Master Servicer, the Special Servicer under
               the Pooling and Servicing Agreement for inclusion in the Reports
               is included in the Reports;]

          4.   [To be certified by each of the Master Servicer and the Special
               Servicer] [I am responsible for reviewing the activities
               performed by the [Master Servicer] [Special Servicer] under the
               Pooling and Servicing Agreement

<PAGE>

               and based upon my knowledge and the annual compliance review
               performed as required under Section [8.12] [9.18] of the Pooling
               and Servicing Agreement, and except as disclosed in the
               compliance certificate delivered pursuant to Section [8.12]
               [9.18] of the Pooling and Servicing Agreement, the [Master
               Servicer] [Special Servicer] has fulfilled its material
               obligations under the Pooling and Servicing Agreement; and]

          5.   [To be certified by each of the Master Servicer and the General
               Special Servicer] [I have disclosed to the [Master Servicer's]
               [Special Servicer's] certified public accountants all significant
               deficiencies, to my knowledge, relating to the compliance of the
               [Master Servicer] [Special Servicer] with the minimum servicing
               standards in accordance with a review conducted in compliance
               with the Uniform Single Attestation Program for Mortgage Bankers
               or similar standard as set forth in the Pooling and Servicing
               Agreement.]

Date:
      -----------------------------------

-----------------------------------------
[Signature]
[Title]

<PAGE>

                                   EXHIBIT DD

                            Realized Loss Formulation

<PAGE>

Realized Loss (prepared by Special and Master Servicer)
(applicable to Final Recovery Determination)

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

Totals Funds Received on Corrected Mortgage Loan and specially Serviced Mortgage
Loan:

<TABLE>
<S>                                                                               <C>
Sales Proceeds or Payoff Proceeds                                                 3,600,000.00
   Insurance Proceeds                                                                       --
   Suspense Balance                                                                         --
                                                                                  ------------
                                                                                  3,600,000.00
Less
   Broker Fees                                                                       95,105.19
   Other Selling Expenses                                                                   --
                                                                                  ------------
                                                                                    (95,105.19)
                                                                                  ------------
Proceeds available                                                                3,504,894.81
1) Accrued Servicing Fees and other Unpaid Fees:
   (Excluded from Additional Trust Fund Expenses)
a  Liquidation Fee to SS on SS loan or Workout Fee on Corrected Mtg. Loan            35,048.95
b  Master Servicing Fees                                                                    --
c  Special Servicing Fees                                                                   --
d  Interest on Advances - P&I                                                        12,514.30
e  Interest on Advances- Servicing Advances                                                 --
f  Other Unpaid Fees
                                                                                  ------------
   Total                                                                             47,563.25

2) Amounts due Servicer and Special Servicer:
a  Servicing Advances                                                                       --
b  P&I Advances                                                                   1,262,825.25
                                                                                  ------------
   Total                                                                          1,262,825.25

3) Current Period Servicing Fees and Other Unpaid Fees:
a  Master Servicing Fees                                                                729.17
b  Special Servicing Fees                                                                   --
c  Trustee Fees                                                                         243.06
d  Other Unpaid Fees and expenses                                                           --
   Total                                                                          ------------
                                                                                        972.23

4) Recovery of accrued interest
a  ASER Recovery                                                                            --
b  Deemed non-recoverable interest (prior shortfall)                                695,006.76
c  Other Unpaid Interest                                                                    --
</TABLE>

<PAGE>

<TABLE>
<S>                                                                               <C>
                                                                                  ------------
   Total                                                                            695,006.76

5) Current Scheduled Interest Net of Fees                                            36,863.48
6) Recovery of Additional Trust fund Expenses (prior interest shortfalls or
      principal losses)
a  Special Servicing Fees                                                                   --
b  Work Out fees (Corrected Motgage Loan)                                                   --
c  Interest on Advances                                                                     --
d  Non-Recoverable Advances (If paid from Principal, distribute as Principal)     1,282,322.37
e  Other expenses: (Inspection by SS, Environmental, legal etc.)
   Total                                                                          ------------
   Total #1 through #6                                                            1,282,322.37
                                                                                 (3,325,553.34)

   Net Proceeds (Proceeds available less #1 thru #6)                                179,341.47

   (Proceeds available for Principal Distribution)(must be greater than zero)

   Stated Principal Balance (Trust)                                               5,833,393.01
   Adjustment to Stated Principal Balance                                         ------------
   Revised Stated Principal Balance                                               5,833,393.01

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

   Realized Loss (Revised Stated Principal Balance less Net Proceeds)             5,654,051.54

   (Realized Loss cannot be greater than Stated Principal Balance)

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

   Realized Loss greater than Stated Principal Balance                                      --

   (Interest shortfalls incurred prior periods or current period)


   Additional Proceeds after Final Recovery Determination

   Date   Description   Amount


                                                                                  ------------
   Adjusted Realized Loss                                                         5,654,051.54

   ----------------------------------------
   Signature and Title of Servicing Officer
   -------------------------------------------------------------------------------------------
                       Additional Information

   Additional Expenses after Final Recovery Determination

   Date   Description   Amount
</TABLE>

<PAGE>

                                   SCHEDULE I

                               MSMC LOAN SCHEDULE

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

     = Crossed Loans

     = Single-loan / Multi-Property loans

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                            CURRENT_BALANCE        NOTEDATE     TO_MATURITY_ARD
------------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                                                               Original Term to
   No.      Seller          PROPERTYNAME                            Cut-Off Date Balance   Note Date    Maturity or ARD
------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                         <C>                <C>                 <C>
    1       MSMC            Arundel Mills                                $187,000,000         5/22/03           84
    2       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    3       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    4       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    5       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    6       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    7       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    8       MSMC            GIC Portfolio_                              _____________        12/10/03          120
    9       MSMC            GIC Portfolio_                              _____________        12/10/03          120
   10       MSMC            GIC Portfolio_                              _____________        12/10/03          120
   11       MSMC            GIC Portfolio_                              _____________        12/10/03          120
   12       MSMC            GIC Portfolio_                              _____________        12/10/03          120
   13       MSMC            GIC Portfolio_                              _____________        12/10/03          120
   14       MSMC            Harbor Steps                                 $100,000,000        08/28/03          120
   15       MSMC            Alamo Quarry Market & Quarry Crossing         $68,853,435      12/31/2003          120
   16       MSMC            Wells Fargo Tower                             $59,750,000        06/26/03           84
   17       MSMC            Four Seasons - Los Angeles at Beverly Hills   $53,051,487      01/01/2004          121
   18       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   19       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   20       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   21       MSMC            Stone Ridge Apartments                        $40,000,000      07/31/2002          120
   22       MSMC            International Plaza                           $37,366,296        12/23/02           60
   23       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   24       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   25       MSMC            PPG Portfolio_                              _____________      12/22/2003           60
   26       MSMC            Galleria at Centerville Mall                  $28,955,509      02/02/2004          120
   27       MSMC            Diamond Run Mall                              $28,556,123      02/02/2004          120
   28       MSMC            Lifetime Portfolio_                         _____________      12/22/2003          120
   29       MSMC            Lifetime Portfolio_                         _____________      12/22/2003          120
   30       MSMC            3699 Wilshire Blvd                            $24,469,916      01/21/2004          120
   31       MSMC            The Byrd Center                               $21,750,000      12/22/2003          120
   32       MSMC            DDC Portfolio_                              _____________      12/12/2003          120
   33       MSMC            DDC Portfolio_                              _____________      12/12/2003          120
   34       MSMC            DDC Portfolio_                              _____________      12/12/2003          120
   35       MSMC            DDC Portfolio_                              _____________      12/12/2003          120
   36       MSMC
   37       MSMC
   38       MSMC
   39       MSMC            Market Place Design Center                    $17,419,532      09/04/2003          120
   40       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   41       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   42       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   43       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   44       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   45       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120
   46       MSMC            All Seasons Storage Portfolio_              _____________      11/04/2003          120

<CAPTION>
--------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                            REMAINING_TERM   ORIG_AMORT     ORTTERM   RATE
--------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                              Remaining                     Rem.
   No.         Seller       PROPERTYNAME                                  Term       Orig. Amort.    Amort.   Rate
--------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                            <C>            <C>         <C>     <C>
    1       MSMC            Arundel Mills                                   75             IO         NAP     4.606%
    2       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    3       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    4       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    5       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    6       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    7       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    8       MSMC            GIC Portfolio_                                 118            360         360     5.247%
    9       MSMC            GIC Portfolio_                                 118            360         360     5.247%
   10       MSMC            GIC Portfolio_                                 118            360         360     5.247%
   11       MSMC            GIC Portfolio_                                 118            360         360     5.247%
   12       MSMC            GIC Portfolio_                                 118            360         360     5.247%
   13       MSMC            GIC Portfolio_                                 118            360         360     5.247%
   14       MSMC            Harbor Steps                                   114            360         360     7.900%
   15       MSMC            Alamo Quarry Market & Quarry Crossing          118            360         358     5.670%
   16       MSMC            Wells Fargo Tower                               76            360         360     4.680%
   17       MSMC            Four Seasons - Los Angeles at Beverly Hills    119            360         358     6.600%
   18       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   19       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   20       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   21       MSMC            Stone Ridge Apartments                         101             IO          IO     5.640%
   22       MSMC            International Plaza                             46            360         346     4.205%
   23       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   24       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   25       MSMC            PPG Portfolio_                                  58             IO          IO     4.930%
   26       MSMC            Galleria at Centerville Mall                   119            300         299     6.400%
   27       MSMC            Diamond Run Mall                               119            300         299     6.400%
   28       MSMC            Lifetime Portfolio_                            118            300         298     6.430%
   29       MSMC            Lifetime Portfolio_                            118            300         298     6.430%
   30       MSMC            3699 Wilshire Blvd                             119            360         359     5.610%
   31       MSMC            The Byrd Center                                118            336         336     5.760%
   32       MSMC            DDC Portfolio_                                 118            360         358     6.100%
   33       MSMC            DDC Portfolio_                                 118            360         358     6.100%
   34       MSMC            DDC Portfolio_                                 118            360         358     6.100%
   35       MSMC            DDC Portfolio_                                 118            360         358     6.100%
   36       MSMC
   37       MSMC
   38       MSMC
   39       MSMC            Market Place Design Center                     115            360         355     6.090%
   40       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   41       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   42       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   43       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   44       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   45       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%
   46       MSMC            All Seasons Storage Portfolio_                 117            330         327     5.960%

<CAPTION>
---------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                            MONTHLYDEBTSERVICEP   DEBT_SERVICE_IO
---------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                               Monthly Debt       Monthly Debt
   No.         Seller       PROPERTYNAME                                Service (P&I)      Service (IO)
---------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                         <C>                 <C>
    1       MSMC            Arundel Mills                                         NAP       $727,737.34
    2       MSMC            GIC Portfolio_                              _____________            ______
    3       MSMC            GIC Portfolio_                              _____________            ______
    4       MSMC            GIC Portfolio_                              _____________            ______
    5       MSMC            GIC Portfolio_                              _____________            ______
    6       MSMC            GIC Portfolio_                              _____________            ______
    7       MSMC            GIC Portfolio_                              _____________            ______
    8       MSMC            GIC Portfolio_                              _____________            ______
    9       MSMC            GIC Portfolio_                              _____________            ______
   10       MSMC            GIC Portfolio_                              _____________            ______
   11       MSMC            GIC Portfolio_                              _____________            ______
   12       MSMC            GIC Portfolio_                              _____________            ______
   13       MSMC            GIC Portfolio_                              _____________            ______
   14       MSMC            Harbor Steps                                  $726,805.41       $667,476.85
   15       MSMC            Alamo Quarry Market & Quarry Crossing         $399,165.49               NAP
   16       MSMC            Wells Fargo Tower                             $309,168.24       $236,261.46
   17       MSMC            Four Seasons - Los Angeles at Beverly Hills   $339,421.13               NAP
   18       MSMC            PPG Portfolio_                                        NAP            ______
   19       MSMC            PPG Portfolio_                                        NAP            ______
   20       MSMC            PPG Portfolio_                                        NAP            ______
   21       MSMC            Stone Ridge Apartments                                NAP       $190,611.11
   22       MSMC            International Plaza                           $186,435.62               NAP
   23       MSMC            PPG Portfolio_                                        NAP         _________
   24       MSMC            PPG Portfolio_                                        NAP         _________
   25       MSMC            PPG Portfolio_                                        NAP         _________
   26       MSMC            Galleria at Centerville Mall                  $194,001.84               NAP
   27       MSMC            Diamond Run Mall                              $191,325.96               NAP
   28       MSMC            Lifetime Portfolio_                         _____________               NAP
   29       MSMC            Lifetime Portfolio_                         _____________               NAP
   30       MSMC            3699 Wilshire Blvd                            $140,803.88               NAP
   31       MSMC            The Byrd Center                               $130,516.20       $105,850.00
   32       MSMC            DDC Portfolio_                              _____________               NAP
   33       MSMC            DDC Portfolio_                              _____________               NAP
   34       MSMC            DDC Portfolio_                              _____________               NAP
   35       MSMC            DDC Portfolio_                              _____________               NAP
   36       MSMC
   37       MSMC
   38       MSMC
   39       MSMC            Market Place Design Center                    $105,936.08               NAP
   40       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   41       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   42       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   43       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   44       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   45       MSMC            All Seasons Storage Portfolio_              _____________               NAP
   46       MSMC            All Seasons Storage Portfolio_              _____________               NAP

<CAPTION>
---------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                            PRIMARY_SERVICER   SUB_SERVICER
---------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                           Primary Servicer
   No.      Seller          PROPERTYNAME                            to Continue(Y/N)   Sub-Servicer
---------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                           <C>              <C>
    1       MSMC            Arundel Mills                                  NO              NAP
    2       MSMC            GIC Portfolio_                                 NO              NAP
    3       MSMC            GIC Portfolio_                                 NO              NAP
    4       MSMC            GIC Portfolio_                                 NO              NAP
    5       MSMC            GIC Portfolio_                                 NO              NAP
    6       MSMC            GIC Portfolio_                                 NO              NAP
    7       MSMC            GIC Portfolio_                                 NO              NAP
    8       MSMC            GIC Portfolio_                                 NO              NAP
    9       MSMC            GIC Portfolio_                                 NO              NAP
   10       MSMC            GIC Portfolio_                                 NO              NAP
   11       MSMC            GIC Portfolio_                                 NO              NAP
   12       MSMC            GIC Portfolio_                                 NO              NAP
   13       MSMC            GIC Portfolio_                                 NO              NAP
   14       MSMC            Harbor Steps                                   NO              NAP
   15       MSMC            Alamo Quarry Market & Quarry Crossing          NO
   16       MSMC            Wells Fargo Tower                              NO              NAP
   17       MSMC            Four Season - Los Angeles at Beverly Hills     NO              NAP
   18       MSMC            PPG Portfolio_                                 NO
   19       MSMC            PPG Portfolio_                                 NO
   20       MSMC            PPG Portfolio_                                 NO
   21       MSMC            Stone Ridge Apartments                         NO
   22       MSMC            International Plaza                           YES              NAP
   23       MSMC            PPG Portfolio_                                 NO
   24       MSMC            PPG Portfolio_                                 NO
   25       MSMC            PPG Portfolio_                                 NO
   26       MSMC            Galleria at Centerville Mall                   NO
   27       MSMC            Diamond Run Mall                               NO
   28       MSMC            Lifetime Portfolio_                            NO
   29       MSMC            Lifetime Portfolio_                            NO
   30       MSMC            3699 Wllshire Blvd
   31       MSMC            The Byrd Center                               YES             GMAC
   32       MSMC            DDC Portfolio_                                 NO
   33       MSMC            DDC Portfolio_                                 NO
   34       MSMC            DDC Portfolio_                                 NO
   35       MSMC            DDC Portfolio_                                 NO
   36       MSMC
   37       MSMC
   38       MSMC
   39       MSMC            Market Place Design Center                     NO
   40       MSMC            All Seasons Storage Portfolio_                 NO
   41       MSMC            All Seasons Storage Portfolio_                 NO
   42       MSMC            All Seasons Storage Portfolio_                 NO
   43       MSMC            All Seasons Storage Portfolio_                 NO
   44       MSMC            All Seasons Storage Portfolio_                 NO
   45       MSMC            All Seasons Storage Portfolio_                 NO
   46       MSMC            All Seasons Storage Portfolio_                 NO
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

     = Cross Loans

     = Single-loan / Multi-Property loans

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                           CURRENT_BALANCE      NOTEDATE    TO_MATURITY_ARD
---------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                                                            Original Term to
   No.         Seller       PROPERTYNAME                         Cut-Off Date Balance   Note Date    Maturity or ARD
---------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                       <C>               <C>                   <C>
   47       MSMC            Union Square                              $16,272,792       01/16/2004            120
   48       MSMC            Pacific Medical Portfolio_                $__________        _________            120
   49       MSMC            Pacific Medical Portfolio_                $__________        _________            120
   50       MSMC            Pacific Medical Portfolio_                $__________        _________            120
   51       MSMC            Pacific Medical Portfolio_                $__________        _________            120
   52       MSMC            Tri-City Shopping Center                  $15,069,295       12/31/2003            120
   53       MSMC            Yuciapa Valley Center                     $14,118,240       08/12/2003            120
   54       MSMC            Center Martinez                           $14,000,000       01/27/2004            120
   55       MSMC            11600 Wilshire Boulevard                  $12,364,508       11/13/2003            120
   56       MSMC            Wildwood Crossings Shopping Center        $11,666,057       12/23/2003            120
   57       MSMC            West Ridge Shopping Center                $11,167,534       12/08/2003            120
   58       MSMC            MHC - Bulow Plantation                    $10,369,735       10/17/2003             60
   59       MSMC            MHC - Lakewood Village                     $9,817,893       10/17/2003            144
   60       MSMC            Oak Ridge Commons                          $9,570,923       11/14/2003            120
   61       MSMC            _______________________________           ___________        _________            120
   62       MSMC            _______________________________           ___________        _________            120
   63       MSMC            _______________________________           ___________        _________            120
   64       MSMC            _______________________________           ___________        _________            120
   65       MSMC            _______________________________           ___________        _________            120
   66       MSMC            Hanover Technical center                   $8,975,888       11/12/2003            120
   67       MSMC            MHC - Boulder Cascade                      $8,880,000       10/17/2003             84
   68       MSMC            Buford Plaza                               $8,832,269       01/02/2004            120
   69       MSMC            Lyons Medical Office Building              $8,543,496       05/22/2003            120
   70       MSMC            MHC - Palm Shadows                         $8,480,000       10/17/2003             84
   71       MSMC            _______________________________           ___________        _________            120
   72       MSMC            _______________________________           ___________        _________            120
   73       MSMC            North Duke Crossing                        $7,657,294       10/10/2003            120
   74       MSMC            Danville Towne Center                      $7,378,663       12/31/2003            120
   75       MSMC            Columbus Village East                      $7,163,090       10/01/2003            120
   76       MSMC            Canyon Country Plaza                       $7,000,000       10/14/2003            120
   77       MSMC            Lincoln Distribution Center                $7,000,000       11/26/2003            120
   78       MSMC            _______________________________           ___________        _________            120
   79       MSMC            _______________________________           ___________        _________            120
   80       MSMC            _______________________________           ___________        _________            120
   81       MSMC            The Bank United Building                   $6,182,366       11/03/2003            120
   82       MSMC            Storage Etc. - Long Beach                  $5,983,293       11/24/2003            120
   83       MSMC            Michaels Plaza                             $5,950,549       07/24/2003            120
   84       MSMC            Alameda Market Place                       $5,790,664       01/14/2004            120
   85       MSMC            Home Depot Plaza                           $5,493,090       01/15/2004            120
   86       MSMC            Franklin Village                           $5,180,072       08/12/2003            120
   87       MSMC            MHC - Fairview Manor                       $5,097,559       10/17/2003             60
   88       MSMC            Mesquite Tweeters                          $5,095,157       09/30/2003            120
   89       MSMC            Paradise Valley Shopping Center            $5,008,751       03/13/2003            120
   90       MSMC            2401 & 2406 South 24th Street              $4,987,697       11/04/2003            120
   91       MSMC            MHC - Bear Creek Village                   $4,880,000       10/17/2003            144
   92       MSMC            Amherst Tower                              $4,700,000       04/02/2003            120

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                         REMAINING TERM   ORIG_AMORT     ORTTERM   RATE
-----------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                           Remaining                     Rem.
   No.         Seller       PROPERTYNAME                               Term       Orig. Amort.    Amort    Rate
-----------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                         <C>            <C>         <C>     <C>
   47       MSMC            Union Square                                119            300         299     5.700%
   48       MSMC            Pacific Medical Portfolio_                  116            324         324     5.750%
   49       MSMC            Pacific Medical Portfolio_                  116            324         324     5.750%
   50       MSMC            Pacific Medical Portfolio_                  116            324         324     5.750%
   51       MSMC            Pacific Medical Portfolio_                  116            324         324     5.750%
   52       MSMC            Tri-City Shopping Center                    118            360         358     5.900%
   53       MSMC            Yuciapa Valley Center                       114            360         354     5.960%
   54       MSMC            Center Martinez                             119            324         324     5.890%
   55       MSMC            11600 Wilshire Boulevard                    117            360         298     5.950%
   56       MSMC            Wildwood Crossings Shopping Center          118            300         357     5.980%
   57       MSMC            West Ridge Shopping Center                  117            360         356     5.890%
   58       MSMC            MHC - Bulow Plantation                       56            360         357     5.350%
   59       MSMC            MHC - Lakewood Village                      140            360         360     6.327%
   60       MSMC            Oak Ridge Commons                           117            360         357     5.680%
   61       MSMC            _______________________________             116            276         272     6.130%
   62       MSMC            _______________________________             116            276         272     6.130%
   63       MSMC            _______________________________             116            276         272     6.130%
   64       MSMC            _______________________________             116            276         272     6.130%
   65       MSMC            _______________________________             116            276         272     6.130%
   66       MSMC            Hanover Technical center                    117            360         357     6.260%
   67       MSMC            MHC - Boulder Cascade                        80            360         360     5.715%
   68       MSMC            Buford Plaza                                119            192         191     6.600%
   69       MSMC            Lyons Medical Office Building               111            360         351     5.480%
   70       MSMC            MHC - Palm Shadows                           80            360         360     5.715%
   71       MSMC            _______________________________             115            300         295     _____
   72       MSMC            _______________________________             115            300         295     _____
   73       MSMC            North Duke Crossing                         116            300         296     6.110%
   74       MSMC            Danville Towne Center                       118            300         298     6.020%
   75       MSMC            Columbus Village East                       115            360         355     5.580%
   76       MSMC            Canyon Country Plaza                        116            348         348     5.920%
   77       MSMC            Lincoln Distribution Center                 117            348         348     5.900%
   78       MSMC            _______________________________             118            264         262     _____
   79       MSMC            _______________________________             118            264         262     _____
   80       MSMC            _______________________________             118            264         262     _____
   81       MSMC            The Bank United Building                    117            360         357     5.980%
   82       MSMC            Storage Etc. - Long Beach                   117            360         357     6.080%
   83       MSMC            Michaels Plaza                              113            360         353     4.910%
   84       MSMC            Alameda Market Place                        119            300         299     6.000%
   85       MSMC            Home Depot Plaza                            119            360         359     5.450%
   86       MSMC            Franklin Village                            114            300         294     5.230%
   87       MSMC            MHC - Fairview Manor                         56            360         356     5.350%
   88       MSMC            Mesquite Tweeters                           115            360         355     5.840%
   89       MSMC            Paradise Valley Shopping Center             109            360         349     5.850%
   90       MSMC            1401 & 2406 South 24th Street               117            360         357     6.650%
   91       MSMC            MHC - Bear Creek Village                    140            360         360     6.327%
   92       MSMC            Amherst Tower                               110              0          10     5.440%

<CAPTION>
------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                         MONTHLYDEBTSERVICEP   DEBT_SERVICE_IO
------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                            Monthly Debt       Monthly Debt
   No.         Seller       PROPERTYNAME                             Service (P&I)      Service (IO)
------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                      <C>                <C>
   47       MSMC            Union Square                             $102,052.41               NAP
   48       MSMC            Pacific Medical Portfolio_                __________           _______
   49       MSMC            Pacific Medical Portfolio_                __________           _______
   50       MSMC            Pacific Medical Portfolio_                __________           _______
   51       MSMC            Pacific Medical Portfolio_                __________           _______
   52       MSMC            Tri-City Shopping Center                  $89,563.61               NAP
   53       MSMC            Yuciapa Valley Center                     $84,771.34               NAP
   54       MSMC            Center Martinez                           $86,399.00        $69,671.06
   55       MSMC            11600 Wilshire Boulevard                  $73,946.12               NAP
   56       MSMC            Wildwood Crossings Shopping Center        $75,240.29               NAP
   57       MSMC            West Ridge Shopping Center                $66,359.64               NAP
   58       MSMC            MHC - Bulow Plantation                    $58,161.00               NAP
   59       MSMC            MHC - Lakewood Village                    $60,943.00        $52,483.80
   60       MSMC            Oak Ridge Commons                         $55,596.83               NAP
   61       MSMC            _______________________________           __________               NAP
   62       MSMC            _______________________________           __________               NAP
   63       MSMC            _______________________________           __________               NAP
   64       MSMC            _______________________________           __________               NAP
   65       MSMC            _______________________________           __________               NAP
   66       MSMC            Hanover Technical center                  $55,473.10               NAP
   67       MSMC            MHC - Boulder Cascade                     $51,624.00        $42,878.38
   68       MSMC            Buford Plaza                              $74,837.09               NAP
   69       MSMC            Lyons Medical Office Building             $48,863.63               NAP
   70       MSMC            MHC - Palm Shadows                        $49,299.00        $40,946.92
   71       MSMC            _______________________________           __________         _________
   72       MSMC            _______________________________           __________         _________
   73       MSMC            North Duke Crossing                       $50,130.25               NAP
   74       MSMC            Danville Towne Center                     $47,768.81               NAP
   75       MSMC            Columbus Village East                     $41,242.93               NAP
   76       MSMC            Canyon Country Plaza                      $42,134.38        $35,012.96
   77       MSMC            Lincoln Distribution Center               __________        $35,334.32
   78       MSMC            _______________________________           __________         _________
   79       MSMC            _______________________________           __________         _________
   80       MSMC            _______________________________           __________         _________
   81       MSMC            The Bank United Building                  $37,092.45               NAP
   82       MSMC            Storage Etc. - Long Beach                 $36,282.21               NAP
   83       MSMC            Michaels Plaza                            $31,880.08               NAP
   84       MSMC            Alameda Market Place                      $37,369.48               NAP
   85       MSMC            Home Depot Plaza                          $31,056.07               NAP
   86       MSMC            Franklin Village                          $31,278.98               NAP
   87       MSMC            MHC - Fairview Manor                      $28,591.00               NAP
   88       MSMC            Mesquite Tweeters                         $30,172.30               NAP
   89       MSMC            Paradise Valley Shopping Center           $29,868.71               NAP
   90       MSMC            2401 & 2406 South 24th Street             $32,098.25               NAP
   91       MSMC            MHC - Bear Creek Village                  $30,292.00        $26,087.16
   92       MSMC            Amherst Tower                                    NAP        $21,602.59

<CAPTION>
-------------------------------------------------------------------------------------------------
LOANPOO     SELLER          PROPERTYNAME                         PRIMARY_SERVICER   SUB_SERVICER
-------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                        Primary Servicer
   No.         Seller       PROPERTYNAME                         to Continue(Y/N)   Sub-Servicer
-------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                       <C>             <C>
   47       MSMC            Union Square                              Yes             SunTrust
   48       MSMC            Pacific Medical Portfolio_                 No
   49       MSMC            Pacific Medical Portfolio_                 No
   50       MSMC            Pacific Medical Portfolio_                 No
   51       MSMC            Pacific Medical Portfolio_                 No
   52       MSMC            Tri-City Shopping Center                   No
   53       MSMC            Yuciapa Valley Center                      No
   54       MSMC            Center Martinez                            No
   55       MSMC            11600 Wilshire Boulevard                   No
   56       MSMC            Wildwood Crossings Shopping Center         No
   57       MSMC            West Ridge Shopping Center                 No
   58       MSMC            MHC - Bulow Plantation                     No
   59       MSMC            MHC - Lakewood Village                     No
   60       MSMC            Oak Ridge Commons                          No
   61       MSMC            _______________________________           Yes           GMAC
   62       MSMC            _______________________________           Yes           GMAC
   63       MSMC            _______________________________           Yes           GMAC
   64       MSMC            _______________________________           Yes           GMAC
   65       MSMC            _______________________________           Yes           GMAC
   66       MSMC            Hanover Technical center                   No
   67       MSMC            MHC - Boulder Cascade                      No
   68       MSMC            Buford Plaza                               No
   69       MSMC            Lyons Medical Office Building             Yes                 GMAC
   70       MSMC            MHC - Palm Shadows                         No
   71       MSMC            _______________________________           Yes           GMAC
   72       MSMC            _______________________________           Yes           GMAC
   73       MSMC            North Duke Crossing                        No
   74       MSMC            Danville Towne Center                      No
   75       MSMC            Columbus Village East                      No
   76       MSMC            Canyon Country Plaza                       No
   77       MSMC            Lincoln Distribution Center                No
   78       MSMC            _______________________________            No
   79       MSMC            _______________________________            No
   80       MSMC            _______________________________            No
   81       MSMC            The Bank United Building                   No
   82       MSMC            Storage Etc. - Long Beach                  No
   83       MSMC            Michaels Plaza                             No
   84       MSMC            Alameda Market Place                       No
   85       MSMC            Home Depot Plaza                           No
   86       MSMC            Franklin Village                           No
   87       MSMC            MHC - Fairview Manor                       No
   88       MSMC            Mesquite Tweeters                          No
   89       MSMC            Paradise Valley Shopping Center           Yes           GMAC
   90       MSMC            2401 & 2406 South 24th Street              No
   91       MSMC            MHC - Bear Creek Village                   No
   92       MSMC            Amherst Tower                             Yes           GMAC
</TABLE>

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

___________ = Crossed Loans
___________ = Single-loan / Multi property loans

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                    CURRENT BALANCE   NOTE DATE    __0_MATURITY_ARD   _AINING_TERM SRIG
------------------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                    Cut-Off Date                  Original Term to
   No.      Seller          PROPERTYNAME                        Balance        Note Date    Maturity or ARD    Remaining Term
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                  <C>          <C>                       <C>                <C>
    93      MSMC            _____________________________        __________   __________                120                116
------------------------------------------------------------------------------------------------------------------------------
    94      MSMC            _____________________________        __________   __________                120                116
------------------------------------------------------------------------------------------------------------------------------
    95      MSMC            Clarks Hill Plaza                    $4,359,885   10/01/2003                120                116
------------------------------------------------------------------------------------------------------------------------------
    96      MSMC            MHC-Hillcrest                        $4,277,767   10/17/2003                 60                 56
------------------------------------------------------------------------------------------------------------------------------
    97      MSMC            Laurel Commerce Center               $3,472,854   06/06/2003                120                112
------------------------------------------------------------------------------------------------------------------------------
    98      MSMC            3423 North Drake Avenue              $3,397,308   07/10/2003                120                113
------------------------------------------------------------------------------------------------------------------------------
    99      MSMC            Eckerd - Orlando                     $3,300,000   02/03/2004                120                120
------------------------------------------------------------------------------------------------------------------------------
   100      MSMC            Gwinnett Walk                        $3,201,867   11/14/2003                120                117
------------------------------------------------------------------------------------------------------------------------------
   101      MSMC            Kenichl Retail                       $2,990,565   12/15/2003                 84                 82
------------------------------------------------------------------------------------------------------------------------------
   102      MSMC            Shops at Dana Park                   $2,988,519   10/02/2003                120                116
------------------------------------------------------------------------------------------------------------------------------
   103      MSMC            Blanco Crossing                      $2,985,598   09/24/2003                120                115
------------------------------------------------------------------------------------------------------------------------------
   104      MSMC            The Meridian Building                $2,979,403   08/01/2003                120                114
------------------------------------------------------------------------------------------------------------------------------
   105      MSMC            Jennings Farm Retail Center          $2,867,014   09/24/2003                120                115
------------------------------------------------------------------------------------------------------------------------------
   106      MSMC            Northview Plaza                      $2,780,623   08/20/2003                120                114
------------------------------------------------------------------------------------------------------------------------------
   107      MSMC            5500 Walnut Street                   $2,689,118   11/07/2003                120                117
------------------------------------------------------------------------------------------------------------------------------
   108      MSMC            Eckerd-Forest Hills                  $2,592,480   12/24/2003                120                118
------------------------------------------------------------------------------------------------------------------------------
   109      MSMC            Spring Centre                        $2,543,080   11/10/2003                120                117
------------------------------------------------------------------------------------------------------------------------------
   110      MSMC            9400 Reisterstown Road               $2,470,153   06/02/2003                120                112
------------------------------------------------------------------------------------------------------------------------------
   111      MSMC            Town Park Plaza                      $2,306,447   10/24/2003                120                116
------------------------------------------------------------------------------------------------------------------------------
   112      MSMC            Eckerd - Chesapeake                  $2,297,334   01/16/2004                120                119
------------------------------------------------------------------------------------------------------------------------------
   113      MSMC            Eckerd - Tempe                       $2,294,727   01/09/2004                120                119
------------------------------------------------------------------------------------------------------------------------------
   114      MSMC            Oliveye Retail                       $2,290,620   11/26/2003                120                117
------------------------------------------------------------------------------------------------------------------------------
   115      MSMC            1578 Flatbush Avenue                 $2,096,495   01/14/2004                120                119
------------------------------------------------------------------------------------------------------------------------------
   116      MSMC            Corners Plaza                        $2,091,980   10/23/2003                120                116
------------------------------------------------------------------------------------------------------------------------------
   117      MSMC            Streetside Market                    $2,085,854   07/24/2003                120                113
------------------------------------------------------------------------------------------------------------------------------
   118      MSMC            Shoreline Mini-Storage               $2,042,728   06/30/2003                120                112
------------------------------------------------------------------------------------------------------------------------------
   119      MSMC            Tanasboume West Shops                $2,039,342   11/13/2003                120                117
------------------------------------------------------------------------------------------------------------------------------
   120      MSMC            Sterling Auto Center                 $1,967,285   12/23/2003                120                118
------------------------------------------------------------------------------------------------------------------------------
                                                            $1,324,982,421
------------------------------------------------------------------------------------------------------------------------------

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

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

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                       ORIG_AMORT   ORTTERM    RATE  _LYDEBTSERVICEPI  DEBT SERVICE IO
------------------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                                     Rem.             Monthly Debt    Monthly  Debt
   No.      Seller          PROPERTYNAME                       Orig.Amort    Amort     Rate   Service (P&l)   Servicer (IO)
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                       <C>       <C>   <C>        <C>           <C>      <C>
    93      MSMC            ___________________________               360       356   _____      __________             NAP
------------------------------------------------------------------------------------------------------------------------------
    94      MSMC            ___________________________               360       356   _____      __________             NAP
------------------------------------------------------------------------------------------------------------------------------
    95      MSMC            Clarks Hill Plaza                         360       356   8.510%     $27,681.75             NAP
------------------------------------------------------------------------------------------------------------------------------
    96      MSMC            MHC-Hillcrest                             360       356   5.350%     $23,993.00             NAP
------------------------------------------------------------------------------------------------------------------------------
    97      MSMC            Laurel Commerce Center                    360       352   5.800%     $20,536.36             NAP
------------------------------------------------------------------------------------------------------------------------------
    98      MSMC            3423 North Drake Avenue                   360       353   5.950%     $20,394.82             NAP
------------------------------------------------------------------------------------------------------------------------------
    99      MSMC            Eckerd - Orlando                          300       300   6.310%     $21,891.64             NAP
------------------------------------------------------------------------------------------------------------------------------
   100      MSMC            Gwinnett Walk                             300       297   6.140%     $20,990.30             NAP
------------------------------------------------------------------------------------------------------------------------------
   101      MSMC            Kenichi Retail                            300       298   5.450%     $18,333.15             NAP
------------------------------------------------------------------------------------------------------------------------------
   102      MSMC            Shops at Dana Park                        360       356   6.020%     $18,025.11             NAP
------------------------------------------------------------------------------------------------------------------------------
   103      MSMC            Blanco Crossing                           360       355   5.890%     $17,774.90             NAP
------------------------------------------------------------------------------------------------------------------------------
   104      MSMC            The Meridian Building                     360       354   5.100%     $16,288.49             NAP
------------------------------------------------------------------------------------------------------------------------------
   105      MSMC            Jennings Farm Retail Center               360       355   6.180%     $17,601.75             NAP
------------------------------------------------------------------------------------------------------------------------------
   106      MSMC            Northview Plaza                           360       354   5.060%     $15,133.85             NAP
------------------------------------------------------------------------------------------------------------------------------
   107      MSMC            5500 Walnut Street                        300       297   6.220%     $17,761.04             NAP
------------------------------------------------------------------------------------------------------------------------------
   108      MSMC            Eckerd-Forest Hills                       300       298   6.000%     $16,751.84             NAP
------------------------------------------------------------------------------------------------------------------------------
   109      MSMC            Spring Centre                             360       357   6.200%     $15,617.96             NAP
------------------------------------------------------------------------------------------------------------------------------
   110      MSMC            9400 Reisterstown Road                    300       292   5.550%     $15,426.93             NAP
------------------------------------------------------------------------------------------------------------------------------
   111      MSMC            Town Park Plaza                           360       356   6.190%     $14,163.64             NAP
------------------------------------------------------------------------------------------------------------------------------
   112      MSMC            Eckerd - Chesapeake                       360       359   6.020%     $13,819.25             NAP
------------------------------------------------------------------------------------------------------------------------------
   113      MSMC            Eckerd - Tempe                            240       239   6.170%     $16,704.28             NAP
------------------------------------------------------------------------------------------------------------------------------
   114      MSMC            Oliveye Retail                            300       297   6.150%     $15,030.54             NAP
------------------------------------------------------------------------------------------------------------------------------
   115      MSMC            1578 Flatbush Avenue                      300       299   5.700%     $13,147.86             NAP
------------------------------------------------------------------------------------------------------------------------------
   116      MSMC            Corners Plaza                             360       356   6.030%     $12,631.09             NAP
------------------------------------------------------------------------------------------------------------------------------
   117      MSMC            Streetside Market                         360       353   5.880%     $12,429.00             NAP
------------------------------------------------------------------------------------------------------------------------------
   118      MSMC            Shoreline Mini-Storage                    300       292   6.150%     $13,494.81             NAP
------------------------------------------------------------------------------------------------------------------------------
   119      MSMC            Tanasboume West Shops                     360       357   6.110%     $12,405.81             NAP
------------------------------------------------------------------------------------------------------------------------------
   120      MSMC            Sterling Auto Center                      300       298   5.990%     $12,700.01             NAP
------------------------------------------------------------------------------------------------------------------------------

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

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

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER          PROPERTYNAME                     PRIMARY_SERVI___   SUB SERVICER
------------------------------------------------------------------------------------------------------------------------------

Loan Pool   Mortgage Loan                                     Primary Service
   No.      Seller          PROPERTYNAME                    to Continue (Y/N)   Sub-Servicer
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>                                     <C>             <C>
    93      MSMC            __________________________              No          _______________
------------------------------------------------------------------------------------------------------------------------------
    94      MSMC            __________________________              No          _______________
------------------------------------------------------------------------------------------------------------------------------
    95      MSMC            Clarks Hill Plaza                       No
------------------------------------------------------------------------------------------------------------------------------
    96      MSMC            MHC-Hillcrest                           No
------------------------------------------------------------------------------------------------------------------------------
    97      MSMC            Laurel Commerce Center                  No
------------------------------------------------------------------------------------------------------------------------------
    98      MSMC            3423 North Drake Avenue                 No
------------------------------------------------------------------------------------------------------------------------------
    99      MSMC            Eckerd - Orlando                        No
------------------------------------------------------------------------------------------------------------------------------
   100      MSMC            Gwinnett Walk                           No
------------------------------------------------------------------------------------------------------------------------------
   101      MSMC            Kenichi Retail                          No
------------------------------------------------------------------------------------------------------------------------------
   102      MSMC            Shops at Dana Park                      Yes             GMAC
------------------------------------------------------------------------------------------------------------------------------
   103      MSMC            Blanco Crossing                         No
------------------------------------------------------------------------------------------------------------------------------
   104      MSMC            The Meridian Building                   No
------------------------------------------------------------------------------------------------------------------------------
   105      MSMC            Jennings Farm Retail Center             No
------------------------------------------------------------------------------------------------------------------------------
   106      MSMC            Northview Plaza                         No
------------------------------------------------------------------------------------------------------------------------------
   107      MSMC            5500 Walnut Street                      No
------------------------------------------------------------------------------------------------------------------------------
   108      MSMC            Eckerd-Forest Hills                     No
------------------------------------------------------------------------------------------------------------------------------
   109      MSMC            Spring Centre                           Yes             GMAC
------------------------------------------------------------------------------------------------------------------------------
   110      MSMC            9400 Reisterstown Road                  No
------------------------------------------------------------------------------------------------------------------------------
   111      MSMC            Town Park Plaza                         No
------------------------------------------------------------------------------------------------------------------------------
   112      MSMC            Eckerd - Chesapeake                     No
------------------------------------------------------------------------------------------------------------------------------
   113      MSMC            Eckerd - Tempe                          No
------------------------------------------------------------------------------------------------------------------------------
   114      MSMC            Oliveye Retail                          No
------------------------------------------------------------------------------------------------------------------------------
   115      MSMC            1578 Flatbush Avenue                    No
------------------------------------------------------------------------------------------------------------------------------
   116      MSMC            Corners Plaza                           Yes           Churchill
------------------------------------------------------------------------------------------------------------------------------
   117      MSMC            Streetside Market                       No
------------------------------------------------------------------------------------------------------------------------------
   118      MSMC            Shoreline Mini-Storage                  No
------------------------------------------------------------------------------------------------------------------------------
   119      MSMC            Tanasboume West Shops                   No
------------------------------------------------------------------------------------------------------------------------------
   120      MSMC            Sterling Auto Center                    No
------------------------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------------------------------
                         ________________________________   months Open: For Defeasance, Lockout period is 25 months with 91
                                                            months defeasance and 4 months open.
------------------------------------------------------------------------------------------------------------------------------
                         ________________________________   and Airport are crossed with Schomac Rowlett
------------------------------------------------------------------------------------------------------------------------------
                         ________________________________   monthly amount, which will be in effect with the January 2005
                                                            monthly payment and represents 1/12 of the actual annual property
                                                            tax at the subject properly. An Inflated monthly tax payment amount
                                                            of $40,510.66
------------------------------------------------------------------------------------------------------------------------------
                                                            monthly amount, which will be in effect with the February 2005
                                                            payment and represents 1/12 of the actual annual property tax
                                                            at the subject property. The current inflated monthly tax
                                                            collection
------------------------------------------------------------------------------------------------------------------------------
            Servicing Notes Wells Fargo Tower- The servicing fee to the Other Master Servicer under the related Other
                            Pooling and Servicing Agreement accrues at rate per annum equal to one basis point.
------------------------------------------------------------------------------------------------------------------------------
                            GIC Office Portfolio- The servicing fee to the Other Master Servicer under the related Other
                            Pooling and Servicing Agreement accrues at a rate per annum equal to three basis points.
------------------------------------------------------------------------------------------------------------------------------
                            International Plaza - The servicing fee to the Other Master Servicer under the related Other
                            Pooling and Servicing Agreement accrues at a rate per annum equal to three basis points.
------------------------------------------------------------------------------------------------------------------------------
                            Alamo Quarry - The master servicing fee rate for the related Serviced Companion Loan is three
                            basis points
------------------------------------------------------------------------------------------------------------------------------
                                                                 $8,742,708
------------------------------------------------------------------------------------------------------------------------------

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

MORGAN STANLEY

</TABLE>

<PAGE>

MSCI 2004-HQ3
MLPA Exibits

__________ = Crossed Loans
__________ = Single-loan/Multi-property loans

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER        PROPERTYNAME                                   SUB_SERVICE  SEASONING  LO  LO_END_DATE   DEF   DEFYM1
-------------------------------------------------------------------------------------------------------------------------------
Loan Pool  Mortgage Loan                                               Sub-Servicing
   No.     Seller         PROPERTYNAME                                   Fee (bps)    Seasoning  Lo  Lo End Date   DEF  DEF/YM1
-------------------------------------------------------------------------------------------------------------------------------
<S>        <C>            <C>                                               <C>          <C>     <C>  <C>           <C>  <C>
    1      MSMC           Arundel Mills                                     NAP             9    33     05/08/10    49
-------------------------------------------------------------------------------------------------------------------------------
    2      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    3      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    4      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    5      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    6      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    7      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    8      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
    9      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   10      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   11      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   12      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   13      MSMC           _________________________________________         NAP          ____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   14      MSMC           Harbor Steps                                      NAP             6    30     06/07/13    86
-------------------------------------------------------------------------------------------------------------------------------
   15      MSMC           Alamo Quarry Market & Quarry Crossing                             2    26    10/7/2013    90
-------------------------------------------------------------------------------------------------------------------------------
   16      MSMC           Wells Fango Tower                                 NAP             8    32     03/31/10    48
-------------------------------------------------------------------------------------------------------------------------------
   17      MSMC           Four Seasons-Los Angeles at Baverty Hills         NAP             2    14     03/31/05
-------------------------------------------------------------------------------------------------------------------------------
   18      MSM            _________________________________________     ______          _____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   19      MSM            _________________________________________     ______          _____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   20      MSM            _________________________________________     ______          _____    __     ________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   21      MSMC           Stone Ridge Apartment                                            19    43     2/4/2012    70
-------------------------------------------------------------------------------------------------------------------------------
   22      MSMC           International Plaza                                              14    34     12/07/05    21
-------------------------------------------------------------------------------------------------------------------------------
   23      MSM            _________________________________________     ______          _____    __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   24      MSM            _________________________________________     ______          _____    __   _________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   25      MSM            _________________________________________     ______          _____    __   _________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   26      MSMC           Galleria at Centerville Mall                                      1    25   10/31/2013    91
-------------------------------------------------------------------------------------------------------------------------------
   27      MSMC           Diamond Run Mall                                                  1    25   10/31/2013    91
-------------------------------------------------------------------------------------------------------------------------------
   28      MSM            _________________________________________     ______          _____    __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   30      MSMC           3699 Wilshire Blvd                                                1    25   10/31/2013    91
-------------------------------------------------------------------------------------------------------------------------------
   31      MSMC           The Byrd Centre                                    10             2    26   09/30/2013    90
-------------------------------------------------------------------------------------------------------------------------------
   32      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   33      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   34      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   35      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   36      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   37      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   38      MSMC           _________________________________________     ______          ______   __   __________    __   _____
-------------------------------------------------------------------------------------------------------------------------------
   39      MSMC           Market Place Design Centre                                          5  29    3/31/2013    84
-------------------------------------------------------------------------------------------------------------------------------
   40      MSMC           _________________________________________     ______          ______   __    ________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   41      MSMC           _________________________________________     ______          ______   __    ________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   42      MSMC           _________________________________________     ______          ______   __    ________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   43      MSMC           _________________________________________     ______          ______   __    ________     __   _____
-------------------------------------------------------------------------------------------------------------------------------
   44      MSMC           _________________________________________     ______          ______   __   ________      __   _____
-------------------------------------------------------------------------------------------------------------------------------
   45      MSMC           _________________________________________     ______          ______   __   ________      __   _____
-------------------------------------------------------------------------------------------------------------------------------
   46      MSMC           _________________________________________     ______          ______   __   ________      __   _____
-------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER        PROPERTYNAME                                YM3   YM2   YM1   YM                            OPEN
-------------------------------------------------------------------------------------------------------------------------------

LoanPool   Mortgage Loan
   No.     Seller         PROPERTYNAME                                YM3  YM2  YM1  YM  5%  4%  3%  2%  1%  Open   Earnout
-------------------------------------------------------------------------------------------------------------------------------
<S>        <C>            <C>                                         <C>  <C>  <C>  <C> <C> <C> <C> <C> <C> <C>    <C>
    1      MSMC           Arundel Mills                                                                         2
-------------------------------------------------------------------------------------------------------------------------------
    2      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    3      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    4      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    5      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    6      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    7      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    8      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
    9      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
   10      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
   11      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
   12      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
   13      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   _____
-------------------------------------------------------------------------------------------------------------------------------
   14      MSMC           Harbor Steps                                                                          4       _
-------------------------------------------------------------------------------------------------------------------------------
   15      MSMC           Alamo Quary Market & Quarry Crossing                                                  4   NO
-------------------------------------------------------------------------------------------------------------------------------
   16      MSMC           Wells Fango Tower                                                                     4
-------------------------------------------------------------------------------------------------------------------------------
   17      MSMC           Four Seasons-Loss Angeles at Baverty Hills            101                             6
-------------------------------------------------------------------------------------------------------------------------------
   18      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   19      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   20      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   21      MSMC           Stone Ridge Apartment                                                                 7   NO
-------------------------------------------------------------------------------------------------------------------------------
   22      MSMC           International Plaza                                         3                         2
-------------------------------------------------------------------------------------------------------------------------------
   23      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   24      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   25      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   26      MSMC           Galleria at Centervile Mall                                                           4   NO
-------------------------------------------------------------------------------------------------------------------------------
   27      MSMC           Diamond Run Mall                                                                      4   NO
-------------------------------------------------------------------------------------------------------------------------------
   28      MSM            _________________________________________   ___  ___  ___  __  __  __  __  __  __     _   __
-------------------------------------------------------------------------------------------------------------------------------
   30      MSMC           3699 Wilshire Blvd                                                                    4   NO
-------------------------------------------------------------------------------------------------------------------------------
   31      MSMC           The Byrd Centre                                                                       4   NO
-------------------------------------------------------------------------------------------------------------------------------
   32      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   33      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   34      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   35      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   36      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   37      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   38      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   39      MSMC           Market Place Design Centre                   84                                       7   NO
-------------------------------------------------------------------------------------------------------------------------------
   40      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   41      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   42      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   43      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   44      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   45      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
   46      MSMC           _________________________________________   ___  ___  ___  __  __  __  __  __  __  ____   ______
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

MORGAN STANLEY

<PAGE>

MSCI 2004 - HQ3
MLPA Exhibits

            = Crossed Loans
            = Single-loan / Multi-property Loans

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 LOANPOO_       SELLER                PROPERTYNAME               SUB_SERVICE    SEASONING   LO   LO_END_DATE   DEF   DEFYM1    YM3
----------------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan                                       Sub-servicing
   No.          Seller                PROPERTYNAME                Fee (bps)     Seasoning   LO   LO End Date   DEF   DEF/YM1   YM3
----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>                                       <C>           <C>     <C>  <C>           <C>     <C>     <C>
    47           MSMC       Union Square                               5             1      35     02/28/07     83
    48           MSMC       _________________________                                4      28     7/31/2013    88
    49           MSMC       _________________________                                4      28     7/31/2013    88
    50           MSMC       _________________________                                4      28     7/31/2013    88
    51           MSMC       _________________________                                4      28     7/31/2013    88
    52           MSMC       Tri-City Shopping Center                                 2      26     9/30/2013    90
    53           MSMC       Yucaipa Valley Center                                    6      30     5/31/2013    86
    54           MSMC       Center Martinez                                          1      24     2/28/2006           92
    55           MSMC       11600 Wilshire Boulevard                                 3      27    08/31/2013    89
    56           MSMC       Wildwood Crossing Shopping Center                        2      26    09/30/2013    90
    57           MSMC       West Ridge Shopping Center                               3      27    06/08/2013    86
    58           MSMC       MHC - Bulow Plantation                                   4      28     7/31/2008    28
    59           MSMC       MHC - Lakewood Village                                   4      28     7/31/2015   112
    60           MSMC       Oak Ridge Commons                                        3      27     8/31/2013    89
    61           MSMC       _________________________                 10             4      28   07/31/2013     88
    62           MSMC       _________________________                 10             4      28   07/31/2013     88
    63           MSMC       _________________________                 10             4      28   07/31/2013     88
    64           MSMC       _________________________                 10             4      28   07/31/2013     88
    65           MSMC       _________________________                  0             4      28   07/31/2013     88
    66           MSMC       Hanover Technical Center                                 3      27    08/31/2013    89
    67           MSMC       MHC - Bouider Cascade                                    4      28     7/31/2010    52
    68           MSMC       Buford Plaza                                             1      25    10/31/2013    91
    69           MSMC       Lyons Medical Office Building              6             9      33     2/28/2013    83
    70           MSMC       MHC - Palm Shadows                                       4      28     7/31/2010    52
    71           MSMC       _________________________                 10             5      29     6/30/2013    87
    72           MSMC       _________________________                 10             5      29     6/30/2013    87
    73           MSMC       North Duke Crossing                                      4      28      8/7/2013    88
    74           MSMC       Danville Towne Center                                    2      26     9/30/2013    90
    75           MSMC       Columbus Village East                                    5      29    06/30/2013    87
    76           MSMC       Canyon Country Plaza                                     4      28     7/31/2013    88
    77           MSMC       Lincoin Distribution Center                              3      27     8/31/2013    89
    78           MSMC       _________________________                                2      26    09/30/2013    90
    79           MSMC       _________________________                                2      26    09/30/2013    90
    80           MSMC       _________________________                                2      26    09/30/2013    90
    81           MSMC       The Bank United Building                                 3      27    08/31/2013    89
    82           MSMC       Storage Etc. - Long Beach                                3      59    12/07/2008
    83           MSMC       Michaels Plaza                                           7      31    04/30/2013    85
    84           MSMC       Alameda Market Place                                     1      25    10/31/2013    91
    85           MSMC       Home Depot Plaza                                         1      25     11/7/2013    91
    86           MSMC       Franklin Village                                         6      30    06/08/2013    86
    87           MSMC       MHC - Fairview Manor                                     4      28     7/31/2008    28
    88           MSMC       Mesquite Tweeters                                        5      29    06/30/2013    87
    89           MSMC       Paradise Valley Shopping Center           10            11      35    12/31/2012    81
    90           MSMC       2401 & 2406 South 24th Street                            3      27     8/31/2013    89
    91           MSMC       MHC - Bear Creek Village                                 4      28     7/31/2015   112
    92           MSMC       Amherst Tower                              5            10      60    04/30/2008

<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
 LOANPOO_       SELLER                PROPERTYNAME              YM2   YM1   YM                            OPEN
------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan
   No.          Seller                PROPERTYNAME              YM2   YM1   YM   5%   4%   3%   2%   1%   Open   Earnout
------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>                                 <C>   <C>   <C>  <C>  <C>  <C>  <C>  <C>    <C>     <C>
    47           MSMC       Union Square                                                                    2       No
    48           MSMC       _________________________                                                       4       No
    49           MSMC       _________________________                                                       4       No
    50           MSMC       _________________________                                                       4       No
    51           MSMC       _________________________                                                       4       No
    52           MSMC       Tri-City Shopping Center                                                        4       No
    53           MSMC       Yucaipa Valley Center                                                           4       No
    54           MSMC       Center Martinez                                                                 4       No
    55           MSMC       11600 Wilshire Boulevard                                                        4       No
    56           MSMC       Wildwood Crossing Shopping Center                                               4       No
    57           MSMC       West Ridge Shopping Center                                                      7       No
    58           MSMC       MHC - Bulow Plantation                                                          4       No
    59           MSMC       MHC -Lakewood Village                                                           4       No
    60           MSMC       Oak Ridge Commons                                                               4       No
    61           MSMC       _________________________                                                       4       No
    62           MSMC       _________________________                                                       4       No
    63           MSMC       _________________________                                                       4       No
    64           MSMC       _________________________                                                       4       No
    65           MSMC       _________________________                                                       4       No
    66           MSMC       Hanover Technical Center                                                        4       No
    67           MSMC       MHC - Bouider Cascade                                                           4       No
    68           MSMC       Buford Plaza                                                                    4       No
    69           MSMC       Lyons Medical Office Building                                                   4       No
    70           MSMC       MHC - Palm Shadows                                                              4       No
    71           MSMC       _________________________                                                       4       No
    72           MSMC       _________________________                                                       4       No
    73           MSMC       North Duke Crossing                                                             4       No
    74           MSMC       Danville Towne Center                                                           4       No
    75           MSMC       Columbus Village East                                                           4       No
    76           MSMC       Canyon Country Plaza                                                            4       No
    77           MSMC       Lincoin Distribution Center                                                     4       No
    78           MSMC       _________________________                                                       4       No
    79           MSMC       _________________________                                                       4       No
    80           MSMC       _________________________                                                       4       No
    81           MSMC       The Bank United Building                                                        4       No
    82           MSMC       Storage Etc. - Long Beach                       57                              4       No
    83           MSMC       Michaels Plaza                                                                  4       No
    84           MSMC       Alameda Market Place                                                            4       No
    85           MSMC       Home Depot Plaza                                                                4       No
    86           MSMC       Franklin Village                                                                4       No
    87           MSMC       MHC - Fairview Manor                                                            4       No
    88           MSMC       Mesquite Tweeters                                                               4       No
    89           MSMC       Paradise Valley Shopping Center                                                 4       No
    90           MSMC       2401 & 2406 South 24th Street                                                   4       No
    91           MSMC       MHC -Bear Creek Village                                                         4       No
    92           MSMC       Amherst Tower                                        12   12   12   12   8      4       No
</TABLE>

<PAGE>

MSCI 2004 - HQ3
MLPA Exhibits

            = Crossed Loans
            = Single-loan / Multi-property Loans

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 LOANPOO_       SELLER                            PROPERTYNAME                  SUB_SERVICE    SEASONING   LO   LO_END_DATE   DEF
------------------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan                                                      Sub-servicing
   No.          Seller                            PROPERTYNAME                   Fee (bps)     Seasoning   LO   LO END DATE   DEF
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>                                               <C>           <C>     <C>   <C>           <C>
    93           MSMC              _________________________________________                       4       59    10/31/2008
    94           MSMC              _________________________________________                       4       59    10/31/2008
    95           MSMC              Clarks Hill Plaza                                               4       28    07/31/2013    88
    96           MSMC              MHC - Hillcrest                                                 4       28     7/31/2008    28
    97           MSMC              Laurel Commerce Center                                          8       __    __________
    98           MSMC              3423 North Drake Avenue                                         7       31    04/30/2013    85
    99           MSMC              Eckerd - Orlando                                                0       24    10/31/2013    91
   100           MSMC              Gwinnett Walk                                                   3       27    08/31/2013    89
   101           MSMC              Kenichi Retail                                                  2       26     9/30/2010    54
   102           MSMC              Shops at Dana Park                                10            4       28    07/31/2013    88
   103           MSMC              Blanco Crossing                                                 5       29    06/30/2013    87
   104           MSMC              The Meridian Building                                           6       30    04/30/2013    85
   105           MSMC              Jennings Farm Retail Center                                     5       29    06/30/2013    87
   106           MSMC              Northview Plaza                                                 6       30     5/31/2013    86
   107           MSMC              5500 Walnut Street                                              3       27    09/08/2013    89
   108           MSMC              Eckerd - Forest Hills                                           2       26     9/30/2013    90
   109           MSMC              Spring Centre                                     10            3       27    08/31/2013    89
   110           MSMC              9400 Reisterstown Road                                          8       32    03/31/2013    84
   111           MSMC              Town Park Plaza                                                 4       28    07/31/2013    88
   112           MSMC              Eckerd - Chesapeake                                             1       25     9/30/2013    90
   113           MSMC              Eckerd - Tempe                                                  1       25    10/31/2013    91
   114           MSMC              Oilveye Retail                                                  3       27    08/31/2013    89
   115           MSMC              1578 Flatbush Avenue                                            1       25     7/31/2013    88
   116           MSMC              Comers Plaza                                                    4       28    07/31/2013    88
   117           MSMC              Streetside Market                                               7       31    04/30/2013    85
   118           MSMC              Shoreline Mini-storage                                          8       32    03/31/2013    84
   119           MSMC              Tanasbourne West shops                                          3       27    08/31/2013    89
   120           MSMC              Sterling Auto Center                                            2       26     9/30/2013    90

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
 LOANPOO_       SELLER                            PROPERTYNAME                 DEFYM1    YM3   YM2   YM1    YM
-----------------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan
   No.          Seller                            PROPERTYNAME                 DEF/YM1   YM3   YM2   YM1    YM   5%   4%   3%   2%
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>               <C>                                         <C>       <C>   <C>   <C>   <C>   <C>  <C>  <C>  <C>
    93           MSMC              _________________________________________
    94           MSMC              _________________________________________
    95           MSMC              Clarks Hill Plaza
    96           MSMC              MHC - Hillcrest
    97           MSMC              Laurel Commerce Center                                                  119
    98           MSMC              3423 North Drake Avenue
    99           MSMC              Eckerd - Orlando
   100           MSMC              Gwinnett Walk
   101           MSMC              Kenichi Retail
   102           MSMC              Shops at Dana Park
   103           MSMC              Blanco Crossing
   104           MSMC              The Meridian Building
   105           MSMC              Jennings Farm Retail Center
   106           MSMC              Northview Plaza
   107           MSMC              5500 Walnut Street
   108           MSMC              Eckerd - Forest Hills
   109           MSMC              Spring Centre
   110           MSMC              9400 Reisterstown Road
   111           MSMC              Town Park Plaza
   112           MSMC              Eckerd - Chesapeake
   113           MSMC              Eckerd - Tempe
   114           MSMC              Oilveye Retail
   115           MSMC              1578 Flatbush Avenue
   116           MSMC              Comers Plaza
   117           MSMC              Streetside Market
   118           MSMC              Shoreline Mini-storage
   119           MSMC              Tanasbourne West shops
   120           MSMC              Sterling Auto Center

<CAPTION>
--------------------------------------------------------------------------------------------------
 LOANPOO_       SELLER                            PROPERTYNAME                      OPEN
--------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan
   No.          Seller                            PROPERTYNAME                 1%   Open   Earnout
--------------------------------------------------------------------------------------------------
<S>              <C>               <C>                                         <C>    <C>     <C>
    93           MSMC              _________________________________________          4       No
    94           MSMC              _________________________________________          4       No
    95           MSMC              Clarks Hill Plaza                                  4       No
    96           MSMC              MHC - Hillcrest                                    4       No
    97           MSMC              Laurel Commerce Center                             1       No
    98           MSMC              3423 North Drake Avenue                            4       No
    99           MSMC              Eckerd - Orlando                                   5       No
   100           MSMC              Gwinnett Walk                                      4       No
   101           MSMC              Kenichi Retail                                     4       No
   102           MSMC              Shops at Dana Park                                 4       No
   103           MSMC              Blanco Crossing                                    4       No
   104           MSMC              The Meridian Building                              5       No
   105           MSMC              Jennings Farm Retail Center                        4       No
   106           MSMC              Northview Plaza                                    4       No
   107           MSMC              5500 Walnut Street                                 4       No
   108           MSMC              Eckerd - Forest Hills                              4       No
   109           MSMC              Spring Centre                                      4       No
   110           MSMC              9400 Reisterstown Road                             4       No
   111           MSMC              Town Park Plaza                                    4       No
   112           MSMC              Eckerd - Chesapeake                                5       No
   113           MSMC              Eckerd - Tempe                                     4       No
   114           MSMC              Oilveye Retail                                     4       No
   115           MSMC              1578 Flatbush Avenue                               7       No
   116           MSMC              Comers Plaza                                       4       No
   117           MSMC              Streetside Market                                  4       No
   118           MSMC              Shoreline Mini-storage                             4       No
   119           MSMC              Tanasbourne West shops                             4       No
   120           MSMC              Sterling Auto Center                               4       No
</TABLE>

                  _____________________________
                  ____________________ will be in effect until that time.
                  ____________________ will be in effect through May- 2004.
                  Beginning with the June 2004 payment, the monthly tax
                  collection will be $78,373.19, effective through the
                  September 2004 payment. Beginning with the October 2004 pay_
Servicing Notes   Wells Fargo Tower- The servicing fee to the Other Master
                  Servicer under the__
                  GIC Office Portfolio- The servicing fee to the Other Master
                  Servicer under the__
                  International Plaza - The Servicing fee to the Other Master
                  Servicer under the__
                  Alamo Quarry - The master servicing fee rate for the related
                  Serviced Compan___

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

_________        = Crossed Loans
_________        = Single-loan / Multi-property loans

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER           PROPERTYNAME
-------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortagage Loan                                                 Administrative Cost
   No.          Seller       PROPERTYNAME                                          Rate          Master Fee   Primary Fee
-------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>                                                  <C>                <C>          <C>
     1           MSMC        Arundel Mills                                         3,180             3             0
     2           MSMC        ________________                                      3,180             0             0
     3           MSMC        ________________                                      3,180             0             0
     4           MSMC        ________________                                      3,180             0             0
     5           MSMC        ________________                                      3,180             0             0
     6           MSMC        ________________                                      3,180             0             0
     7           MSMC        ________________                                      3,180             0             0
     8           MSMC        ________________                                      3,180             0             0
     9           MSMC        ________________                                      3,180             0             0
    10           MSMC        ________________                                      3,180             0             0
    11           MSMC        ________________                                      3,180             0             0
    12           MSMC        ________________                                      3,180             0             0
    13           MSMC        ________________                                      3,180             0             0
    14           MSMC        Harbor Steps                                          3,180             3             0
    15           MSMC        Alamo Quarry Market & Quarry Crossing                 3,180             3             0
    16           MSMC        Wells Fargo Tower                                     1,180             0             0
    17           MSMC        Four Seasons - Los Angeles at Beverly Hills           3,180             3             0
    18           MSMC        ________________                                      3,180             3             0
    19           MSMC        ________________                                      3,180             3             0
    20           MSMC        ________________                                      3,180             3             0
    21           MSMC        Stone Ridge Apartments                                3,180             3             0
    22           MSMC        International Plaza                                   3,180             0             0
    23           MSMC        ________________                                      3,180             0             0
    24           MSMC        ________________                                      3,180             3             0
    25           MSMC        ________________                                      3,180             3             0
    26           MSMC        Galleria at Centerville Mall                          3,180             3             0
    27           MSMC        Diamond Run Mall                                      3,180             3             0
    28           MSMC        ________________                                      3,180             3             0
    29           MSMC        ________________                                      3,180             3             0
    30           MSMC        3699 Wllshire Blvd                                    3,180             3             0
    31           MSMC        The Byrd Center                                      13,180             2            10
    32           MSMC        ________________                                     ______             _            __
    33           MSMC        ________________                                     ______             _            __
    34           MSMC        ________________                                     ______             _            __
    35           MSMC        ________________                                     ______             _            __
    36           MSMC        ________________                                     ______             _            __
    37           MSMC        ________________                                     ______             _            __
    38           MSMC        ________________                                     ______             _            __
    39           MSMC        Market Place Design Center                            3,180             3             0
    40           MSMC        ________________                                      3,180             3             0
    41           MSMC        ________________                                      3,180             3             0
    42           MSMC        ________________                                      3,180             3             0
    43           MSMC        ________________                                      3,180             3             0
    44           MSMC        ________________                                      3,180             3             0
    45           MSMC        ________________                                      3,180             3             0
    46           MSMC        ________________                                      3,180             3             0
-------------------------------------------------------------------------------------------------------------------------

<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER           PROPERTYNAME
---------------------------------------------------------------------------------------------------------------------------
                                                                             Master     Primary
Loan Pool   Mortagage Loan                                                   Excess      Excess
   No.          Seller       PROPERTYNAME                                  Servicing   Servicing   Deal Fees*   Trustee Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                <C>       <C>                                                <C>          <C>       <C>          <C>
     1             MSMC      Arundel Mills                                      0            0          3           0.18
     2             MSMC      ________________                                   0            0          0           0.18
     3             MSMC      ________________                                   0            0          0           0.18
     4             MSMC      ________________                                   0            0          0           0.18
     5             MSMC      ________________                                   0            0          0           0.18
     6             MSMC      ________________                                   0            0          0           0.18
     7             MSMC      ________________                                   0            0          0           0.18
     8             MSMC      ________________                                   0            0          0           0.18
     9             MSMC      ________________                                   0            0          0           0.18
    10             MSMC      ________________                                   0            0          0           0.18
    11             MSMC      ________________                                   0            0          0           0.18
    12             MSMC      ________________                                   0            0          0           0.18
    13             MSMC      ________________                                   0            0          0           0.18
    14             MSMC      Harbor Steps                                       0            0          3           0.18
    15             MSMC      Alamo Quarry Market & Quarry Crossing              0            0          3           0.18
    16             MSMC      Wells Fargo Tower                                  0            0          0           0.18
    17             MSMC      Four Seasons - Los Angeles at Beverly Hills        0            0          3           0.18
    18             MSMC      ________________                                   0            0          3           0.18
    19             MSMC      ________________                                   0            0          3           0.18
    20             MSMC      ________________                                   0            0          3           0.18
    21             MSMC      Stone Ridge Apartments                             0            0          3           0.18
    22             MSMC      International Plaza                                0            0          3           0.18
    23             MSMC      ________________                                   0            0          0           0.18
    24             MSMC      ________________                                   0            0          3           0.18
    25             MSMC      ________________                                   0            0          3           0.18
    26             MSMC      Galleria at Centerville Mall                       0            0          3           0.18
    27             MSMC      Diamond Run Mall                                   0            0          3           0.18
    28             MSMC      ________________                                   0            0          3           0.18
    29             MSMC      ________________                                   0            0          3           0.18
    30             MSMC      3699 Wllshire Blvd                                 0            0          3           0.18
    31             MSMC      The Byrd Center                                    0            0          3           0.18
    32             MSMC      ________________                                   1            0         12           0.18
    33             MSMC      ________________                                   _            _         __           0.18
    34             MSMC      ________________                                   _            _         __           0.18
    35             MSMC      ________________                                   _            _         __           0.18
    36             MSMC      ________________                                   _            _         __           0.18
    37             MSMC      ________________                                   _            _         __           ____
    38             MSMC      ________________                                   _            _         __           ____
    39             MSMC      Market Place Design Center                         0            0          3           0.18
    40             MSMC      ________________                                   0            0          3           0.18
    41             MSMC      ________________                                   0            0          3           0.18
    42             MSMC      ________________                                   0            0          3           0.18
    43             MSMC      ________________                                   0            0          3           0.18
    44             MSMC      ________________                                   0            0          3           0.18
    45             MSMC      ________________                                   0            0          3           0.18
    46             MSMC      ________________                                   0            0          3           0.18
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

_________        = Crossed Loans
_________        = Single-loan / Multi-property loans

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
LOANPOOL    SELLER           PROPERTYNAME
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                    Master
Loan Pool   Mortagage Loan                                       Administrative Cost                                Excess
   No.          Seller       PROPERTYNAME                                Rate          Master Fee   Primary Fee   Servicing
---------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>                                       <C>                   <C>        <C>           <C>
    47           MSMC        Union Square                               3,180                3           0            0
    48           MSMC        ________________                           3,180                _          __            _
    49           MSMC        ________________                           3,180                _          __            _
    50           MSMC        ________________                           3,180                _          __            _
    51           MSMC        ________________                           3,180                _          __            _
    52           MSMC        Tri-City Shopping Center                   3,180                3           0            0
    53           MSMC        Yucalpa Valley Center                      3,180                3           0            0
    54           MSMC        Center Martinez                            3,180                3           0            0
    55           MSMC        11600 Wilshire Boulevard                   3,180                3           0            0
    56           MSMC        Wildwood Crossing Shopping Center          3,180                3           0            0
    57           MSMC        West Ridge Shopping Center                 3,180                3           0            0
    58           MSMC        MHC - Bulow Plantation                     3,180                3           0            0
    59           MSMC        MHC - Lakewood Village                     3,180                3           0            0
    60           MSMC        Oak Ridge Commons                          3,180                3           0            0
    61           MSMC        ________________                           3,180                _          __            _
    62           MSMC        ________________                           3,180                _          __            _
    63           MSMC        ________________                           3,180                _          __            _
    64           MSMC        ________________                           3,180                _          __            _
    65           MSMC        ________________                           3,180                _          __            _
    66           MSMC        Hanover Technical Center                   3,180                3           0            0
    67           MSMC        MHC - Boulder Cascade                      3,180                3           0            0
    68           MSMC        Buford Plaza                               3,180                3           0            0
    69           MSMC        Lyons Medical Office Building              9,180                2           6            1
    70           MSMC        MHC - Palm Shadows                         3,180                3           0            0
    71           MSMC        ________________                          ______                _          __            _
    72           MSMC        ________________                          ______                _          __            _
    73           MSMC        North Duke Crossing                        3,180                3           0            0
    74           MSMC        Danville Towne Center                      3,180                3           0            0
    75           MSMC        Columbus Village East                      3,180                3           0            0
    76           MSMC        Canyon Country Plaza                       3,180                3           0            0
    77           MSMC        Lincoin Distribution Center                3,180                3           0            0
    78           MSMC        ________________                          ______                _          __            _
    79           MSMC        ________________                          ______                _          __            _
    80           MSMC        ________________                          ______                _          __            _
    81           MSMC        The Bank United Builiding                  3,180                3           0            0
    82           MSMC        Storage Etc. - Long Beach                  3,180                3           0            0
    83           MSMC        Michaels Plaza                             3,180                3           0            0
    84           MSMC        Alameda Market Place                       3,180                3           0            0
    85           MSMC        Home Depot Plaza                           3,180                3           0            0
    86           MSMC        Franklin Village                           3,180                3           0            0
    87           MSMC        MHC - Fairview Manor                       3,180                3           0            0
    88           MSMC        Mesquite Tweeters                          3,180                3           0            0
    89           MSMC        Paradise Valley Shopping Center           13,180                2          10            1
    90           MSMC        2401 & 2406 South 24th Street              3,180                3           0            0
    91           MSMC        MHC - Bear Creek Village                   3,180                3           0            0
    92           MSMC        Amherst Tower                              8,180                2           5            1
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------
LOANPOOL    SELLER           PROPERTYNAME
-----------------------------------------------------------------------------------------------------
                                                                  Primary
Loan Pool   Mortagage Loan                                         Excess
   No.          Seller       PROPERTYNAME                        Servicing   Deal Fees*   Trustee Fee
---------   --------------   ---------------------------------   ---------   ----------   -----------
<S>              <C>         <C>                                      <C>        <C>          <C>
    47           MSMC        Union Square                             0           3           0.18
    48           MSMC        ________________                         _          __           0.18
    49           MSMC        ________________                         _          __           0.18
    50           MSMC        ________________                         _          __           0.18
    51           MSMC        ________________                         _          __           0.18
    52           MSMC        Tri-City Shopping Center                 0           3           0.18
    53           MSMC        Yucalpa Valley Center                    0           3           0.18
    54           MSMC        Center Martinez                          0           3           0.18
    55           MSMC        11600 Wilshire Boulevard                 0           3           0.18
    56           MSMC        Wildwood Crossing Shopping Center        0           3           0.18
    57           MSMC        West Ridge Shopping Center               0           3           0.18
    58           MSMC        MHC - Bulow Plantation                   0           3           0.18
    59           MSMC        MHC - Lakewood Village                   0           3           0.18
    60           MSMC        Oak Ridge Commons                        0           3           0.18
    61           MSMC        ________________                         _          __           0.18
    62           MSMC        ________________                         _          __           0.18
    63           MSMC        ________________                         _          __           0.18
    64           MSMC        ________________                         _          __           0.18
    65           MSMC        ________________                         _          __           0.18
    66           MSMC        Hanover Technical Center                 0           3           0.18
    67           MSMC        MHC - Boulder Cascade                    0           3           0.18
    68           MSMC        Buford Plaza                             0           3           0.18
    69           MSMC        Lyons Medical Office Building            0           8           0.18
    70           MSMC        MHC - Palm Shadows                       0           3           0.18
    71           MSMC        ________________                         _          __           0.18
    72           MSMC        ________________                         _          __           0.18
    73           MSMC        North Duke Crossing                      0           3           0.18
    74           MSMC        Danville Towne Center                    0           3           0.18
    75           MSMC        Columbus Village East                    0           3           0.18
    76           MSMC        Canyon Country Plaza                     0           3           0.18
    77           MSMC        Lincoin Distribution Center              0           3           0.18
    78           MSMC        ________________                         _          __           0.18
    79           MSMC        ________________                         _          __           0.18
    80           MSMC        ________________                         _          __           0.18
    81           MSMC        The Bank United Building                 0           3           0.18
    82           MSMC        Storage Etc. - Long Beach                0           3           0.18
    83           MSMC        Michaels Plaza                           0           3           0.18
    84           MSMC        Alameda Market Place                     0           3           0.18
    85           MSMC        Home Depot Plaza                         0           3           0.18
    86           MSMC        Franklin Village                         0           3           0.18
    87           MSMC        MHC - Fairview Manor                     0           3           0.18
    88           MSMC        Mesquite Tweeters                        0           3           0.18
    89           MSMC        Paradise Valley Shopping Center          0          12           0.18
    90           MSMC        2401 & 2406 South 24th Street            0           3           0.18
    91           MSMC        MHC - Bear Creek Village                 0           3           0.18
    92           MSMC        Amherst Tower                            0           7           0.18
-----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MSCI 2004-HQ3
MLPA Exhibits

_________   = Crossed Loans

_________   = Single-loan/Multl-property loans

LOANPOO     SELLER         PROPERTYNAME

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                                                          Master
Loan Pool   Mortage Loan                                 Administrative Cost                              Excess
   No.      Seller         PROPERTYNAME                  Rate                  Master Fee   Primary Fee   Servicing
-------------------------------------------------------------------------------------------------------------------
<S>         <C>            <C>                                        <C>               <C>          <C>          <C>
_________   ____________   ___________________________   ___________________   __________   ___________   _________

_________   ____________   ___________________________   ___________________   __________   ___________   _________

    95      MSMC           Clarks Hill Plaza                           3.180            3             0           0
    96      MSMC           MHC - Hillcrest                             3.180            3             0           0
    97      MSMC           Laurel Commerce Center                      3.180            3             0           0
    98      MSMC           3423 North Drake Avenue                     3.180            3             0           0
    99      MSMC           Eckerd - Orlando                            3.180            3             0           0
   100      MSMC           Gwinnett Walk                               3.180            3             0           0
   101      MSMC           Kenichi Retail                              3.180            3             0           0
   102      MSMC           Shops at Dana Park                         13.180            2            10           1
   103      MSMC           Blanco Crossing                             3.180            3             0           0
   104      MSMC           The Meridian Building                       3.180            3             0           0
   105      MSMC           Jennings Farm Retail Center                 3.180            3             0           0
   106      MSMC           Northview Plaza                             3.180            3             0           0
   107      MSMC           5500 Walnut Street                          3.180            3             0           0
   108      MSMC           Eckerd - Forest Hills                       3.180            3             0           0
   109      MSMC           Spring Centre                              13.180            2            10           1
   110      MSMC           9400 Relsterstown Road                      3.180            3             0           0
   111      MSMC           Town Park Plaza                             3.180            3             0           0
   112      MSMC           Eckerd - Chesapeake                         3.180            3             0           0
   113      MSMC           Eckerd - Tempe                              3.180            3             0           0
   114      MSMC           Oliveye Retail                              3.180            3             0           0
   115      MSMC           1578 Flatbush Avenue                        3.180            3             0           0
   116      MSMC           Comers Plaza                                8.180            2             5           1
   117      MSMC           Streetside Market                           3.180            3             0           0
   118      MSMC           Shoreline Mini-Storage                      3.180            3             0           0
   119      MSMC           Tanasbourne West Shops                      3.180            3             0           0
   120      MSMC           Sterling Auto Center                        3.180            3             0           0

<CAPTION>
----------------------------------------------------------------------------------------
                                                         Primary
Loan Pool   Mortage Loan                                 Excess      Deal
   No.      Seller         PROPERTYNAME                  Servicing   Fees*   Trustee Fee
----------------------------------------------------------------------------------------
<S>         <C>            <C>                                   <C>   <C>          <C>
_________   ____________   ___________________________   _________   ____    ___________

_________   ____________   ___________________________   _________   ____    ___________

    95      MSMC           Clarks Hill Plaza                     0      3           0.18
    96      MSMC           MHC - Hillcrest                       0      3           0.18
    97      MSMC           Laurel Commerce Center                0      3           0.18
    98      MSMC           3423 North Drake Avenue               0      3           0.18
    99      MSMC           Eckerd - Orlando                      0      3           0.18
   100      MSMC           Gwinnett Walk                         0      3           0.18
   101      MSMC           Kenichi Retail                        0      3           0.18
   102      MSMC           Shops at Dana Park                    0     12           0.18
   103      MSMC           Blanco Crossing                       0      3           0.18
   104      MSMC           The Meridian Building                 0      3           0.18
   105      MSMC           Jennings Farm Retail Center           0      3           0.18
   106      MSMC           Northview Plaza                       0      3           0.18
   107      MSMC           5500 Walnut Street                    0      3           0.18
   108      MSMC           Eckerd - Forest Hills                 0      3           0.18
   109      MSMC           Spring Centre                         0     12           0.18
   110      MSMC           9400 Relsterstown Road                0      3           0.18
   111      MSMC           Town Park Plaza                       0      3           0.18
   112      MSMC           Eckerd - Chesapeake                   0      3           0.18
   113      MSMC           Eckerd - Tempe                        0      3           0.18
   114      MSMC           Oliveye Retail                        0      3           0.18
   115      MSMC           1578 Flatbush Avenue                  0      3           0.18
   116      MSMC           Comers Plaza                          0      7           0.18
   117      MSMC           Streetside Market                     0      3           0.18
   118      MSMC           Shoreline Mini-Storage                0      3           0.18
   119      MSMC           Tanasbourne West Shops                0      3           0.18
   120      MSMC           Sterling Auto Center                  0      3           0.18
</TABLE>

     ___________________________
     ___________________________
     ___________________________ ment and ending with the December 2004 payment;
     the monthly tax collection will be $62,228.55. The January 2005 __________

     Servicing Notes    Wells Fargo Tower- The servicing fee to the Other
                        Master Servicer under the ________________
                        GIC Office Portfolio-The servicing fee to the Other
                        Master Servicer under the ________________
                        International Plaza - The servicing fee to the Other
                        Master Servicer under the ________________
                        Alamo Quarry - The master servicing fee rate for the
                        related Serviced Compani________________________

     MORGAN STANLEY

<PAGE>

                                   SCHEDULE II

                                   [RESERVED]

<PAGE>

                                  SCHEDULE III

                                   [RESERVED]

<PAGE>

                                   SCHEDULE IV

                                   [RESERVED]

<PAGE>

                                   SCHEDULE V

                                   [RESERVED]

<PAGE>

                                   SCHEDULE VI

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS

                                      None

<PAGE>

                                  SCHEDULE VII

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED

<PAGE>

MSCI 2004 - HQ3
Acct Tape

            = Crossed Loans
            = Single-loan/ Multi-property Loans
            = I-grade treatement

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
 LOANPOO    SELLER          INTERNAL_LOAN_ID   PROPERTYNAME                    STREET ADDERESS                 COUNTY
-------------------------------------------------------------------------------------------------------------------------
Loan Pool   Mortgage Loan
   No.          Seller           Loan Number   PROPERTYNAME                    Street Adderess                 County
-------------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>          <C>                             <C>                             <C>
    11      MSMC                 ________   ____________________________    ____________________________    _________
    90      MSMC                 03-14897   2401 & 2406 South 24th Street   2401 & 2406 South 24th Street   Maricopa
    47      MSMC               61-0901351   Union Square                    58 West Bridge Street           Bucks
    77      MSMC                 03-14753   Lincoln Distribution Center     5808-6012 South 196th Street    King
    74      MSMC                 03-15272   Danville Towne Center           2 East Main Street              Vermillion

<CAPTION>
--------------------------------------------------------------------------------------------
 LOANPOO    CITY          STATE   NCASCA           ZIPCODE    MSA
--------------------------------------------------------------------------------------------
Loan Pool                         North or South
   No.      City          State   CA (nca/sca)     Zip Code   MSA
--------------------------------------------------------------------------------------------
<S>         <C>           <C>     <C>                 <C>     <C>
    11      Bala Gynwyd   PA      NAP                 19004   Philadelphia-montgomery County
    90      Phoenix       AZ      NAP                 85034   Phoenix - Mesa
    47      New Hope      PA      NAP                 18938   Philadelphia
    77      Kent          WA      NAP                 98032   Tacoma PMSA
    74      Danville      IL      NAP                 61832   Champaign
</TABLE>


<PAGE>

MSCI 2004 - HQ3
Acct Tape

            = Crossed Loans
            = Single-loan/ Multi-property Loans
            = I-grade treatement

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
 LOANPOO    SELLER          INTERNAL_LOAN_ID   PROPERTYNAME                    PROPERTYTYPE    SUBTYPE
----------------------------------------------------------------------------------------------------------------


Loan Pool   Mortgage Loan
   No.          Seller           Loan Number   PROPERTYNAME                    Property Type   Property Sub-Type
----------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>          <C>                             <C>             <C>
   11       MSMC                    ________   __________                      Office          Suburban
   90       MSMC                    03-14897   2401 & 2406 South 24th Street   Industrial      Flex Industrial
   47       MSMC                  61-0901351   Union Square                    Mixed-Use       Office/Retail
   77       MSMC                    03-14753   Lincoln Distribution Center     Industrial      Warehouse/Office
   74       MSMC                    03-15272   Danville Towne Center           Mixed Use       Retail/Office

<CAPTION>
------------------------------------------------------------------------------------------------------
 LOANPOO    PROPERTIES    ORIGINALBALANCE   CURRENT BALANCE       DEFERRED MAINTENED   PER REPORT
------------------------------------------------------------------------------------------------------
                                                                                              Deffered
                                                                  Deferred                 Maintenance
Loan Pool    Number of                                            Maintenance Escrow   Recommended Per
   No.      Properties   Original Balance   Cut-Off Date Balace   in Place(y/n)             Report ($)
------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>                   <C>           <C>                         <C>
   11               12         $2,970,000           $ 2,970,000   Yes(3)                      $      0
   90                1         $5,000,000           $ 4,987,697   Yes                         $ 35,050
   47                1        $16,300,000           $16,272,792   Yes                         $      0
   77                1         $7,000,000           $ 7,000,000   Yes                         $400,600
   74                1         $7,400,000           $ 7,378,663   Yes                         $ 60,000

                                                    $38,609,152

                                                    $8,742,708
</TABLE>


<PAGE>

MSCI 2004 - HQ3
Acct Tape

            = Crossed Loans
            = Single-loan/ Multi-property Loans
            = I-grade treatement

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
 LOANPOO    SELLER          INTERNAL_LOAN_ID   PROPERTYNAME                    ESCROW AMOUNT
-------------------------------------------------------------------------------------------------
                                                                               Deffered
Loan Pool   Mortgage Loan                                                      Maintenance Escrow
   No.          Seller           Loan Number   PROPERTYNAME                             Amount($)
-------------------------------------------------------------------------------------------------
<S>         <C>                   <C>          <C>                                       <C>
   11       MSMC                    ________   __________                                $528,125
   90       MSMC                    03-14897   2401 & 2406 South 24th Street             $500,000
   47       MSMC                  61-0901351   Union Square                              $421,130
   77       MSMC                    03-14753   Lincoln Distribution Center               $375,000
   74       MSMC                    03-15272   Danville Towne Center                     $275,000

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
 LOANPOO    PCT_DEFMAINT      DEFERRED_MAINTENANCE_COMMENTS
-----------------------------------------------------------------------------------------------------------------
                 % of Total
                Recommended
                  Defferred
                Maintenance
Loan Pool   Amount Escrowed
   No.                  (%)   Deferred Maintenance Comments
-----------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>
   11           ___________   Amount of required repairs existing _________from the former 20,000 gallon LUST
                              as described in Phase 1 Environmental Assessment.
   90               1426.5%   NAP
   47                  0.0%   Reserve is for completion of construction which entlals paving/topcoating, exterior
                              courtyard work, in addition to same interior fit-out.
   77                 93.6%   The Deferred Maintenance estimates includes $375,000 for roof repairs.
   74                458.0%   NAP
</TABLE>


<PAGE>

MSCI 2004 - HQ3
Acct Tape

            = Crossed Loans
            = Single-loan/ Multi-property Loans
            = I-grade treatement

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
 LOANPOO    SELLER          INTERNAL_LOAN_ID   PROPERTYNAME
----------------------------------------------------------------------------
Loan Pool   Mortgage Loan
   No.          Seller           Loan Number   PROPERTYNAME
----------------------------------------------------------------------------
<S>         <C>                   <C>          <C>
    11      MSMC                    ________   _____________________________
    90      MSMC                    03-14897   2401 & 2406 South 24th Street
    47      MSMC                  61-0901351   Union Square
    77      MSMC                    03-14753   Lincoln Distribution Center
    74      MSMC                    03-15272   Danville Towne Center
</TABLE>

<PAGE>

              Schedule VIII to the Pooling and Servicing Agreement

                    List of Mortgagors that are Third Party
                       Beneficiaries Under Section 2.3(c)

------------------------------------------------------------------
Loan Pool No.   Property Name
------------------------------------------------------------------
      40        All Seasons Storage Portfolio - Lionville
------------------------------------------------------------------
      41        All Seasons Storage Portfolio - East Stroudsburg
------------------------------------------------------------------
      42        All Seasons Storage Portfolio - Chalfont
------------------------------------------------------------------
      43        All Seasons Storage Portfolio - York (White Rose)
------------------------------------------------------------------
      44        All Seasons Storage Portfolio - Scranton (Dunmore)
------------------------------------------------------------------
      45        All Seasons Storage Portfolio - York North
------------------------------------------------------------------
      46        All Seasons Storage Portfolio - Owensboro
------------------------------------------------------------------
      65        Schomac Portfolio - Rowlett
------------------------------------------------------------------

<PAGE>

                                   SCHEDULE IX

            Rates Used in Determination of Class X Pass-Through Rates
               ("CLASS X-l STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
For any Distribution
  Date on or after
     10/13/2005              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")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
For any Distribution
  Date on or after
     10/13/2006              0%

<PAGE>

                                   SCHEDULE XI

            Rates Used in Determination of Class X Pass-Through Rates
              ("CLASS X-l STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305

<PAGE>

     09/13/2007        5.79286
For any Distribution
  Date on or after
     10/13/2007              0%

<PAGE>

                                  SCHEDULE XII

            Rates Used in Determination of Class X Pass-Through Rates
               ("CLASS X-l STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305
     09/13/2007        5.79286
     10/13/2007        5.60485

<PAGE>

     11/13/2007        5.79243
     12/13/2007        5.60442
     01/13/2008        5.79199
     02/13/2008        5.64465
     03/13/2008        5.64458
     04/13/2008        5.83320
     05/13/2008        5.64382
     06/13/2008        5.83265
     07/13/2008        5.64328
     08/13/2008        5.83208
     09/13/2008        5.83183
For any Distribution
  Date on or after
    10/13/2008              0%

<PAGE>

                                  SCHEDULE XIII

            Rates Used in Determination of Class X Pass-Through Rates
               ("CLASS X-l STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305
     09/13/2007        5.79286
     10/13/2007        5.60485

<PAGE>

     11/13/2007        5.79243
     12/13/2007        5.60442
     01/13/2008        5.79199
     02/13/2008        5.64465
     03/13/2008        5.64458
     04/13/2008        5.83320
     05/13/2008        5.64382
     06/13/2008        5.83265
     07/13/2008        5.64328
     08/13/2008        5.83208
     09/13/2008        5.83183
     10/13/2008        5.64248
     11/13/2008        5.83125
     12/13/2008        5.64727
     01/13/2009        5.64695
     02/13/2009        5.70233
     03/13/2009        5.70431
     04/13/2009        5.89287
     05/13/2009        5.70161
     06/13/2009        5.89241
     07/13/2009        5.70117
     08/13/2009        5.89195
     09/13/2009        5.89174
For any Distribution
  Date on or after
    10/13/2009              0%


<PAGE>

                                  SCHEDULE XIV

            Rates Used in Determination of Class X Pass-Through Rates
              ("CLASS X-l STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305
     09/13/2007        5.79286
     10/13/2007        5.60485

<PAGE>

     11/13/2007        5.79243
     12/13/2007        5.60442
     01/13/2008        5.79199
     02/13/2008        5.64465
     03/13/2008        5.64458
     04/13/2008        5.83320
     05/13/2008        5.64382
     06/13/2008        5.83265
     07/13/2008        5.64328
     08/13/2008        5.83208
     09/13/2008        5.83183
     10/13/2008        5.64248
     11/13/2008        5.83125
     12/13/2008        5.64727
     01/13/2009        5.64695
     02/13/2009        5.70233
     03/13/2009        5.70431
     04/13/2009        5.89287
     05/13/2009        5.70161
     06/13/2009        5.89241
     07/13/2009        5.70117
     08/13/2009        5.89195
     09/13/2009        5.89174
     10/13/2009        5.70051
     11/13/2009        5.89127
     12/13/2009        5.70005
     01/13/2010        5.69979
     02/13/2010        5.69958
     03/13/2010        5.70004
     04/13/2010        5.88997
     05/13/2010        5.69878
     06/13/2010        5.88946
     07/13/2010        5.93199
     08/13/2010        6.21694
     09/13/2010        6.21700
For any Distribution
  Date on or after
     10/13/2010              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")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305
     09/13/2007        5.79286
     10/13/2007        5.60485

<PAGE>

     11/13/2007        5.79243
     12/13/2007        5.60442
     01/13/2008        5.79199
     02/13/2008        5.64465
     03/13/2008        5.64458
     04/13/2008        5.83320
     05/13/2008        5.64382
     06/13/2008        5.83265
     07/13/2008        5.64328
     08/13/2008        5.83208
     09/13/2008        5.83183
     10/13/2008        5.64248
     11/13/2008        5.83125
     12/13/2008        5.64727
     01/13/2009        5.64695
     02/13/2009        5.70233
     03/13/2009        5.70431
     04/13/2009        5.89287
     05/13/2009        5.70161
     06/13/2009        5.89241
     07/13/2009        5.70117
     08/13/2009        5.89195
     09/13/2009        5.89174
     10/13/2009        5.70051
     11/13/2009        5.89127
     12/13/2009        5.70005
     01/13/2010        5.69979
     02/13/2010        5.69958
     03/13/2010        5.70004
     04/13/2010        5.88997
     05/13/2010        5.69878
     06/13/2010        5.88946
     07/13/2010        5.93199
     08/13/2010        6.21694
     09/13/2010        6.21700
     10/13/2010        6.01554
     11/13/2010        6.21710
     12/13/2010        6.02245
     01/13/2011        6.02249
     02/13/2011        6.02447
     03/13/2011        6.02597
     04/13/2011        6.22634
     05/13/2011        6.02458
     06/13/2011        6.22644
     07/13/2011        6.02468
     08/13/2011        6.22654
     09/13/2011        6.22660
For any Distribution
  Date on or after           0%

<PAGE>

10/13/2011

<PAGE>

                                  SCHEDULE XVI

            Rates Used in Determination of Class X Pass-Through Rates
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

     04/13/2004        5.79954
     05/13/2004        5.61243
     06/13/2004        5.79934
     07/13/2004        5.61224
     08/13/2004        5.79914
     09/13/2004        5.79904
     10/13/2004        5.61195
     11/13/2004        5.79884
     12/13/2004        5.61175
     01/13/2005        5.61080
     02/13/2005        5.61071
     03/13/2005        5.61093
     04/13/2005        5.79847
     05/13/2005        5.61036
     06/13/2005        5.79824
     07/13/2005        5.61014
     08/13/2005        5.79802
     09/13/2005        5.79791
     10/13/2005        5.60981
     11/13/2005        5.79756
     12/13/2005        5.60939
     01/13/2006        5.60915
     02/13/2006        5.60896
     03/13/2006        5.60916
     04/13/2006        5.79635
     05/13/2006        5.60821
     06/13/2006        5.79589
     07/13/2006        5.60776
     08/13/2006        5.79548
     09/13/2006        5.79533
     10/13/2006        5.60726
     11/13/2006        5.79496
     12/13/2006        5.60691
     01/13/2007        5.60669
     02/13/2007        5.60652
     03/13/2007        5.60682
     04/13/2007        5.79389
     05/13/2007        5.60585
     06/13/2007        5.79348
     07/13/2007        5.60544
     08/13/2007        5.79305
     09/13/2007        5.79286
     10/13/2007        5.60485

<PAGE>

     11/13/2007        5.79243
     12/13/2007        5.60442
     01/13/2008        5.79199
     02/13/2008        5.64465
     03/13/2008        5.64458
     04/13/2008        5.83320
     05/13/2008        5.64382
     06/13/2008        5.83265
     07/13/2008        5.64328
     08/13/2008        5.83208
     09/13/2008        5.83183
     10/13/2008        5.64248
     11/13/2008        5.83125
     12/13/2008        5.64727
     01/13/2009        5.64695
     02/13/2009        5.70233
     03/13/2009        5.70431
     04/13/2009        5.89287
     05/13/2009        5.70161
     06/13/2009        5.89241
     07/13/2009        5.70117
     08/13/2009        5.89195
     09/13/2009        5.89174
     10/13/2009        5.70051
     11/13/2009        5.89127
     12/13/2009        5.70005
     01/13/2010        5.69979
     02/13/2010        5.69958
     03/13/2010        5.70004
     04/13/2010        5.88997
     05/13/2010        5.69878
     06/13/2010        5.88946
     07/13/2010        5.93199
     08/13/2010        6.21694
     09/13/2010        6.21700
     10/13/2010        6.01554
     11/13/2010        6.21710
     12/13/2010        6.02245
     01/13/2011        6.02249
     02/13/2011        6.02447
     03/13/2011        6.02597
     04/13/2011        6.22634
     05/13/2011        6.02458
     06/13/2011        6.22644
     07/13/2011        6.02468
     08/13/2011        6.22654
     09/13/2011        6.22660
     10/13/2011        6.02483
     11/13/2011        6.22669

<PAGE>

     12/13/2011        6.02492
     01/13/2012        6.22679
     02/13/2012        6.02501
     03/13/2012        6.02540
For any Distribution
  Date on or after
     04/13/2012              0%

<PAGE>

                                  SCHEDULE XVII

          MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES COVERED BY AN
                         ENVIRONMENTAL INSURANCE POLICY

<PAGE>

MSCI 2004-HQ3
Acct Tape

             = Crossed Loans
             = Single-loan/Multi-property loans
             = l-qrade treatment

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
LOANPOO      SELLER        INTERNAL_LOAN_ID   PROPERTYNAME            CURRENT BALANCE        ENVIRONMENTAL_INSURANCE_YN
--------------------------------------------------------------------------------------------------------------------------

Loan Pool    Mortgage
    No.      Loan Seller        Loan Number   PROPERTYNAME            Cut-Off Date Balance   Environmental Insurance (Y/N)
--------------------------------------------------------------------------------------------------------------------------
<S>          <C>                   <C>        <C>                              <C>           <C>
    74       MSMC                  03-15272   Danville Towne Center            $ 7,378,663   Yes
---------
   101       MSMC                  03-15292   Kenichi Retail                   $ 2,990,565   Yes
                                                                               $10,369,228


--------------------------------------------------------------------------------------------------------------------------
</TABLE>

MORGAN STANLEY

<PAGE>

                                 SCHEDULE XVIII

          LIST OF MORTGAGE LOANS THAT HAVE SCHEDULED PAYMENTS AFTER THE
                           END OF A COLLECTION PERIOD

<PAGE>

MSCI 2004-HQ3
Acct Tape

            = Crossed Loans
            = Single-loan/Multi-property loans
            = l-qrade treatment

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
LOANPOO     SELLER        INTERNATIONAL LOAN ID   PROPERTYNAME
------------------------------------------------------------------------------------------------
Loan Pool   Mortgage
    No.     Loan Seller        Loan Number        PROPERTYNAME
------------------------------------------------------------------------------------------------
<S>         <C>                   <C>             <C>
    12      MSMC                  00-00012        GIC Portfolio-40 Board Street

    13      MSMC                  00-00013        GIC Portfolio-Two Bala Plaza
------------------------------------------------------------------------------------------------
    14      MSMC                  00-00014        Harbor Steps

    15      MSMC                  03-15228        Alamo Quarry Market & Quarry Crossing
------------------------------------------------------------------------------------------------
    18      MSMC                  04-15658        PPG Portfolio 1 Long____

    19      MSMC                  04-15658        PPG Portfolio 1 Gateway

    20      MSMC                  04-15654        PPG Portfolio 1 Cente____
------------------------------------------------------------------------------------------------
    22      MSMC                  00-00018        International Plaza
------------------------------------------------------------------------------------------------
    23      MSMC                  04-15659        PPG Portfolio 2 South Bend

    24      MSMC                  04-15657        PPG Portfolio 2 _________

    25      MSMC                  04-15655        PPG Portfolio 2 Preston
------------------------------------------------------------------------------------------------
    73      MSMC                  03-13520        North Duke Crossing
---------
    82      MSMC                  03-14610        Storage Etc.-Long Beach
---------
    85      MSMC                  03-13047        Home Depot Plaza
------------------------------------------------------------------------------------------------
    93      MSMC                  03-13911        Woodland Hills Portfolio Warner Center

    94      MSMC                  03-13910        Woodland Hills Portfolio CostPlus Imports
------------------------------------------------------------------------------------------------
    17      MSMC                  00-00017        Four Seasons-Los Angeles at Beverly Hills

    21      MSMC                  02-11512        Stone Ridge Apartments
------------------------------------------------------------------------------------------------
    32      MSMC                  03-14688        DDC Portfolio 8th & Main Street

    33      MSMC                  03-14774        DDC Portfolio 1023 31st Street

    _4      MSMC                  03-14776        DDC Portfolio 629 E Main Steet

    35      MSMC                  03-14775        DDC Portfolio __ 121 N Washington Street

    28      MSMC                  03-15499        Lifetime Portfolio Rochester Hills

    29      MSMC                  03-15500        Lifetime Portfolio Canton
------------------------------------------------------------------------------------------------
    30      MSMC                  03-15313        3699 Wilshire Blvd
---------
    31      MSMC                  01-09863        The Byrd Center
------------------------------------------------------------------------------------------------





------------------------------------------------------------------------------------------------
    __      MSMC                  03-14884        All Season Storage Portfolio Lionvile

    __      MSMC                  03-1488_        All Season Storage Portfolio East Stroudburg

    42      MSMC                  03-14860        All Season Storage Portfolio ___font

    43      MSMC                  03-14865        All Season Storage Portfolio York (White Rose)

    44      MSMC                  03-14862        All Season Storage Portfolio Scrantch (__more)

    45      MSMC                  03-14863        All Season Storage Portfolio York North

    46      MSMC                  03-14866        All Season Storage Portfolio Owensboro
------------------------------------------------------------------------------------------------
    47      MSMC                61-0901351        Union Square
------------------------------------------------------------------------------------------------
    48      MSMC                  03-14822        Pacific Medical Portfolio Anwatukee Eoothils

    49      MSMC                  03-14819        Pacific Medical Portfolio Chandler Med. Bldg

    50      MSMC                  03-14815        Pacific Medical Portfolio 18546 Roscoe Blvd

    51      MSMC                  03-14818        Pacific Medical Portfolio 18460 Roscee Blvd
------------------------------------------------------------------------------------------------
    52      MSMC                  03-15121        Tri-City Shopping Center
---------
    53      MSMC                  03-13078        Yucalpa Valley Center
---------
    54      MSMC                  03-14453        Center Martinez
---------
    55      MSMC                  03-14417        11600 Wilshire Boulevard
---------
    56      MSMC                  03-13280        Wildwood Crossing Shopping Center
------------------------------------------------------------------------------------------------
</TABLE>

MORGAN SX4NLEY

<PAGE>

MSCI 20004-HQ3
Acct Tape

   ______   = Crossed Loans

   ______   = Single-loan / Multi-property Loans

   ______   =______ grade treatment

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 LOANPOO     SELLER       INTERNAL_LOAN_ID   PROPERTYNAME
--------------------------------------------------------------------------------
Loan Pool   Mortgage
   No.      Loan Seller      Loan Number     PROPERTYNAME
--------------------------------------------------------------------------------
   <S>          <C>            <C>           <C>
    58          MSMC           03-15109      MHC - Bulow Plantation
    59          MSMC           03-15111      MHC - Lakewood Village
    60          MSMC           03-13857      Oak Ridge Commons
    61          MSMC           _________     ___________________________________
    62          MSMC           _________     ___________________________________
    63          MSMC           _________     ___________________________________
    64          MSMC           _________     ___________________________________
    65          MSMC           _________     ___________________________________
    66          MSMC           03-14373      Hanover Technical Center
    67          MSMC           03-15145      MHC-Boulder Cascade
    68          MSMC           03-14564      Buford Plaza
    69          MSMC           03-13479      Lyons Medical Office Building
    70          MSMC           03-15112      MHC-Palm Shadows
    71          MSMC           _________     ___________________________________
    72          MSMC           _________     ___________________________________
    74          MSMC           03-15272      Danville Towne Center
    75          MSMC           03-13654      Columbus Village East
    76          MSMC           03-14178      Canyon Country Plaza
    77          MSMC           03-14753      Lincoln Distribution Center
    78          MSMC           _________     ___________________________________
    79          MSMC           _________     ___________________________________
    80          MSMC           _________     ___________________________________
    81          MSMC           02-12106      The Bank United Building
    83          MSMC           03-13922      Michaels Plaza
    84          MSMC           03-14642      Alameda Market Place
    87          MSMC           03-15107      MHC-Fairveiw Manor
    88          MSMC           03-14560      Mesquite Tweeters
    89          MSMC           02-11412      Paradise Valley Shopping Center
    90          MSMC           03-14897      2401 & 2406 South 24th Street
    91          MSMC           03-15144      MHC - Bear Creek Village
    92          MSMC           02-12550      Amherst Tower
    95          MSMC           02-12554      Clarks Hill Plaza
    96          MSMC           03-15110      MHC - Hillcrest
    97          MSMC           03-12886      Laurel Commerce Center
    98          MSMC           03-13565      3423 North Drake Avenue
    99          MSMC           03-15167      Eckerd - Orlando
   100          MSMC           03-14999      Gwinnett Walk
   101          MSMC           03-15292      Kenichi Retail
   102          MSMC           03-13853      Shops at Dana Park
   103          MSMC           03-13680      Blanco Crossing
   104          MSMC           03-13574      The Meridian Building
   105          MSMC           03-14022      Jennings Farm Retail Center
   106          MSMC           03-14159      Northview Plaza
   108          MSMC           03-14393      Eckerd - Forest Hills
   109          MSMC           03-14881      Spring Centre
   110          MSMC           03-12981      9400 Reisterstown Road
--------------------------------------------------------------------------------
</TABLE>

   MORGAN STANLEY

<PAGE>

MSCI 20004-HQ3
Acct Tape

   ______   = Crossed Loans

   ______   = Single-loan / Multi-property Loans

   ______   =______ grade treatment

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 LOANPOO     SELLER       INTERNAL_LOAN_ID   PROPERTYNAME
--------------------------------------------------------------------------------
Loan Pool   Mortgae
   No.      Loan Seller      Loan Number     PROPERTYNAME
--------------------------------------------------------------------------------
   <S>          <C>            <C>           <C>
   111          MSMC           03-15000      Town Park Plaza
   112          MSMC           03-14428      Eckerd - Chesapeake
   113          MSMC           03-15348      Eckerd - Tempe
   114          MSMC           03-15028      Oliveye Retail
   115          MSMC           03-14398      1578 Flatbush Avenue
   116          MSMC           03-14543      Corners Plaza
   117          MSMC           03-14012      Streetside Market
   118          MSMC           03-13529      Shoreline Mini-Storage
   119          MSMC           03-14725      Tanasboume West Shops
   120          MSMC           03-14391      Sterling Auto Center
--------------------------------------------------------------------------------
</TABLE>

   MORGAN STANLEY