EXHIBIT 4.1



                         MORGAN STANLEY CAPITAL I INC.,
                                  as Depositor,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                           as General Master Servicer,

                           J.E. ROBERT COMPANY, INC.,
                          as General Special Servicer,

                                    NCB, FSB,
                             as NCB Master Servicer,


                       NATIONAL CONSUMER COOPERATIVE BANK,
                            as Co-op Special Servicer


                                       and


                             WELLS FARGO BANK, N.A.,
               as Trustee, Paying Agent and Certificate Registrar.


                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2005


                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-IQ10

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions..................................................
Section 1.2   Calculations Respecting Mortgage Loans.......................
Section 1.3   Calculations Respecting Accrued Interest.....................
Section 1.4   Interpretation...............................................
Section 1.5   ARD Loan.....................................................
Section 1.6   L-3 Communications Mortgage Loan.............................


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

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


                                   ARTICLE III

                                THE CERTIFICATES

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


                                   ARTICLE IV

                                    ADVANCES

Section 4.1   P&I Advances by the Master Servicers.........................
Section 4.2   Servicing Advances...........................................
Section 4.3   Advances by the Trustee......................................
Section 4.4   Evidence of Nonrecoverability................................
Section 4.5   Interest on Advances; Calculation of Outstanding
               Advances with Respect to a Mortgage Loan....................
Section 4.6   Reimbursement of Advances and Advance Interest...............


                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

Section 5.1   Collections..................................................
Section 5.2   Application of Funds in the Certificate Accounts
               and Interest Reserve Accounts...............................
Section 5.3   Distribution Account, Excess Interest Sub-account,
               Reserve Account and Floating Rate Account...................
Section 5.4   Paying Agent Reports.........................................
Section 5.5   Paying Agent Tax Reports.....................................


                                   ARTICLE VI

                                  DISTRIBUTIONS

Section 6.1   Distributions Generally......................................
Section 6.2   REMIC I......................................................
Section 6.3   REMIC II.....................................................
Section 6.4   Reserved.....................................................
Section 6.5   REMIC III....................................................
Section 6.6   Allocation of Realized Losses, Expense Losses and
               Shortfalls Due to Nonrecoverability.........................
Section 6.7   Net Aggregate Prepayment Interest Shortfalls.................
Section 6.8   Adjustment of Servicing Fees.................................
Section 6.9   Appraisal Reductions.........................................
Section 6.10  Compliance with Withholding Requirements.....................
Section 6.11  Prepayment Premiums and Yield Maintenance Charges............
Section 6.12  Other Distributions..........................................


                                   ARTICLE VII

           CERTAIN MATTERS CONCERNING THE TRUSTEE AND THE PAYING AGENT

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


                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1   Servicing Standard; Servicing Duties.........................
Section 8.2   Fidelity Bond and Errors and Omissions Insurance
               Policy Maintained by the Master Servicers...................
Section 8.3   Master Servicers' General Power and Duties...................
Section 8.4   Primary Servicing and Sub-Servicing..........................
Section 8.5   Servicers May Own Certificates...............................
Section 8.6   Maintenance of Hazard Insurance, Other Insurance and Taxes...
Section 8.7   Enforcement of Due-On-Sale Clauses; Assumption Agreements;
               Due-On-Encumbrance Clause...................................
Section 8.8   Trustee to Cooperate; Release of Trustee Mortgage Files......
Section 8.9   Documents, Records and Funds in Possession of
               the Master Servicers to Be Held for the Trustee for
               the Benefit of the Certificateholders.......................
Section 8.10  Servicing Compensation.......................................
Section 8.11  Master Servicer Reports; Account Statements..................
Section 8.12  Annual Statement as to Compliance............................
Section 8.13  Annual Independent Public Accountants' Servicing Report......
Section 8.14  Operating Statement Analysis Reports Regarding the
               Mortgaged Properties........................................
Section 8.15  Other Available Information and Certain Rights of
               the Master Servicer.........................................
Section 8.16  Rule 144A Information........................................
Section 8.17  Inspections..................................................
Section 8.18  Modifications, Waivers, Amendments, Extensions and Consents..
Section 8.19  Specially Serviced Mortgage Loans............................
Section 8.20  Representations, Warranties and Covenants of the Master
               Servicers...................................................
Section 8.21  Merger or Consolidation......................................
Section 8.22  Resignation of the Master Servicer...........................
Section 8.23  Assignment or Delegation of Duties by the Master Servicer....
Section 8.24  Limitation on Liability of the Master Servicers and Others...
Section 8.25  Indemnification; Third-Party Claims..........................
Section 8.26  1934 Act Reporting...........................................
Section 8.27  Compliance with REMIC Provisions and Grantor
               Trust Provisions............................................
Section 8.28  Termination..................................................
Section 8.29  Procedure Upon Termination...................................
Section 8.30  Swap Contract................................................


                                   ARTICLE IX

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

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


                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

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


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

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


                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

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


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

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



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

            EXHIBIT A-1       Form of Class A-1 Certificate

            EXHIBIT A-2       Form of Class A-1A Certificate

            EXHIBIT A-3       Form of Class A-2 Certificate

            EXHIBIT A-4       Form of Class A-3-1FL Certificate

            EXHIBIT A-5       Form of Class A-3-1 Certificate

            EXHIBIT A-6       Form of Class A-3-2 Certificate

            EXHIBIT A-7       Form of Class A-AB Certificate

            EXHIBIT A-8       Form of Class A-4A Certificate

            EXHIBIT A-9       Form of Class A-4B Certificate

            EXHIBIT A-10      Form of Class X-2 Certificate

            EXHIBIT A-11      Form of Class A-J Certificate

            EXHIBIT A-12      Form of Class B Certificate

            EXHIBIT A-13      Form of Class C Certificate

            EXHIBIT A-14      Form of Class D Certificate

            EXHIBIT A-15      Form of Class E Certificate

            EXHIBIT A-16      Form of Class F Certificate

            EXHIBIT A-17      Form of Class G Certificate

            EXHIBIT A-18      Form of Class H Certificate

            EXHIBIT A-19      Form of Class J Certificate

            EXHIBIT A-20      Form of Class K Certificate

            EXHIBIT A-21      Form of Class L Certificate

            EXHIBIT A-22      Form of Class M Certificate

            EXHIBIT A-23      Form of Class N Certificate

            EXHIBIT A-24      Form of Class O Certificate

            EXHIBIT A-25      Form of Class P Certificate

            EXHIBIT A-26      Form of Class EI Certificate

            EXHIBIT A-27      Form of Class EI-L3 Certificate

            EXHIBIT A-28      Form of Class R-I Certificate

            EXHIBIT A-29      Form of Class R-II Certificate

            EXHIBIT A-30      Form of Class R-III Certificate

            EXHIBIT A-31      Form of Class X-1 Certificate

            EXHIBIT A-32      Form of Class X-Y Certificate

            EXHIBIT B-1       Form of Initial Certification of Trustee
                              (Section 2.2)

            EXHIBIT B-2       Form of Final Certification of Trustee
                              (Section 2.2)

            EXHIBIT C         Form of Request for Release

            EXHIBIT D-1       Form of Transferor Certificate for Transfers to
                              Definitive Privately Offered Certificates (Section
                              3.3(c))

            EXHIBIT D-2A      Form I of Transferee Certificate for Transfers of
                              Definitive Privately Offered Certificates (Section
                              3.3(c))

            EXHIBIT D-2B      Form II of Transferee Certificate for Transfers of
                              Definitive Privately Offered Certificates (Section
                              3.3(c))

            EXHIBIT D-3A      Form I of Transferee Certificate for Transfers of
                              Interests in Book-Entry Privately Offered
                              Certificates (Section 3.3(c))

            EXHIBIT D-3B      Form II of Transferee Certificate for Transfers of
                              Interests in Book-Entry Privately Offered
                              Certificates (Section 3.3(c))

            EXHIBIT E-1       Form of Transfer Affidavit and Agreement for
                              Transfers of REMIC Residual Certificates (Section
                              3.3(e))

            EXHIBIT E-2       Form of Transferor Certificate for Transfers of
                              REMIC Residual Certificates (Section 3.3(e))

            EXHIBIT F         Form of Transferor Certificate for Transfers of
                              Regulation S Certificates

            EXHIBIT G         Reserved

            EXHIBIT H         Form of Exchange Certification

            EXHIBIT I         Form of EUROCLEAR or Clearstream Certificate
                              (Section 3.7(d))

            EXHIBIT J         List of Loans to Which Excess Servicing Fees Are
                              Paid

            EXHIBIT K-1       Form of Mortgage Loan Purchase Agreement I (MSMC)

            EXHIBIT K-2       Form of Mortgage Loan Purchase Agreement II (IXIS)

            EXHIBIT K-3       Form of Mortgage Loan Purchase Agreement III (MM)

            EXHIBIT K-4       Form of Mortgage Loan Purchase Agreement IV (NCB,
                              FSB)

            EXHIBIT K-5       Form of Mortgage Loan Purchase Agreement V (UCMFI)

            EXHIBIT K-6       Form of Mortgage Loan Purchase Agreement VI
                              (SunTrust)

            EXHIBIT L         Reserved

            EXHIBIT M         Form of Monthly Certificateholders Report (Section
                              5.4(a))

            EXHIBIT N         Reserved

            EXHIBIT O         Reserved

            EXHIBIT P         Reserved

            EXHIBIT Q         Reserved

            EXHIBIT R         Reserved

            EXHIBIT S-1A      Form of Power of Attorney to General Master
                              Servicer (Section 8.3(c))

            EXHIBIT S-1B      Form of Power of Attorney to NCB Master Servicer
                              (Section 8.3(c))

            EXHIBIT S-2A      Form of Power of Attorney to General Special
                              Servicer (Section 9.4(a))

            EXHIBIT S-2B      Form of Power of Attorney to Co-op Special
                              Servicer (Section 9.4(a))

            EXHIBIT T         Reserved

            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(h))

            EXHIBIT W         Reserved

            EXHIBIT X         Reserved

            EXHIBIT Y         Investor Certification (Section 5.4(a))

            EXHIBIT Z         Form of Notice and Certification regarding
                              Defeasance of Mortgage Loan (Section 8.3(h))

            EXHIBIT AA        Form of Performance Certification
                              (Section 8.26(b))

            SCHEDULE I        MSMC Loan Schedule

            SCHEDULE II       IXIS Loan Schedule

            SCHEDULE III      MM Loan Schedule

            SCHEDULE IV       NCB, FSB Loan Schedule

            SCHEDULE V        UCMFI Loan Schedule

            SCHEDULE VI       SunTrust Loan Schedule

            SCHEDULE VII      List of Escrow Accounts Not Currently Eligible
                              Accounts (Section 8.3(e))

            SCHEDULE VIII     Certain Escrow Accounts for Which a Report Under
                              Section 5.1(g) is Required

            SCHEDULE IX       List of Mortgagors that are Third-Party
                              Beneficiaries Under Section 2.3(a)

            SCHEDULE X        Reserved

            SCHEDULE XI       Earn-Out Reserves

            SCHEDULE XII      List of Mortgage Loans for which a Scheduled
                              Payment is Due After the End of a Collection
                              Period

            SCHEDULE XIII     List of Mortgage Loans that Permit Voluntary
                              Principal Prepayment Without Payment of a Full
                              Month's Interest

            SCHEDULE XIV      Rates Used in Determination of Class X
                              Pass-Through Rates ("Class X-1 Strip Rate" and
                              "Class X-2 Strip Rate")

            SCHEDULE XV       Class A-AB Planned Principal Balance
<PAGE>

            THIS POOLING AND SERVICING AGREEMENT is dated as of October 1, 2005
(this "Agreement") among MORGAN STANLEY CAPITAL I INC., a Delaware corporation,
as depositor (the "Depositor"), GMAC COMMERCIAL MORTGAGE CORPORATION, as a
master servicer (the "General Master Servicer"), J.E. ROBERT COMPANY, INC., as a
special servicer (the "General Special Servicer"), NCB, FSB, as a master
servicer (the "NCB Master Servicer"), NATIONAL CONSUMER COOPERATIVE BANK, as a
special servicer (the "Co-op Special Servicer"), and WELLS FARGO BANK, N.A., as
trustee of the Trust, as paying agent and as certificate registrar (the
"Trustee," "Paying Agent" and "Certificate Registrar").


                              PRELIMINARY STATEMENT

            On the Closing Date, the Depositor will acquire the Mortgage Loans
from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), IXIS Real Estate
Capital, Inc., as seller ("IXIS"), Massachusetts Mutual Life Insurance Company,
as seller ("MM"), NCB, FSB, as seller ("NCB, FSB"), Union Central Mortgage
Funding, Inc., as seller ("UCMFI") and SunTrust Bank, as seller ("SunTrust"),
and will be the owner of the Mortgage Loans and the other property being
conveyed by it to the Trustee for inclusion in the Trust which is hereby
created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular
Interests and the Class R-I Certificates as consideration for its transfer to
the Trust of the Mortgage Loans (other than any Excess Interest or Additional
L-3 Interest payable thereon) and the other property constituting REMIC I; (ii)
the REMIC II Regular Interests and the Class R-II Certificates as consideration
for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC
III Certificates and the Class A-3-1FL Regular Interest as consideration for its
transfer of the REMIC II Regular Interests to the Trust; (iv) the Class A-3-1FL
Certificates as consideration for its transfer of the Class A-3-1FL Regular
Interest to the Trust and for the Trustee, on behalf of the Trust, entering into
the Swap Contract, (v) the Class EI Certificates as consideration for its
transfer of the Excess Interest to the Trust and (vi) the Class EI-L3
Certificates as consideration for its transfer of the Additional L-3 Interest to
the Trust. The Depositor has duly authorized the execution and delivery of this
Agreement to provide for the foregoing and the issuance of (A) the REMIC I
Regular Interests and the Class R-I Certificates representing in the aggregate
the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests
and the Class R-II Certificates representing in the aggregate the entire
beneficial ownership of REMIC II, (C) the REMIC III Certificates and the Class
A-3-1FL Regular Interest representing in the aggregate the entire beneficial
ownership of REMIC III, (D) the Class A-3-1FL Certificates representing in the
aggregate the entire beneficial ownership of the Class A-3-1FL Grantor Trust and
(E) the Class EI and Class EI-L3 Certificates representing in the aggregate the
entire beneficial ownership of the Class EI/Class EI-L3 Grantor Trust.

            Excess Interest received on the Mortgage Loans and Additional L-3
Interest shall be held in the Class EI/Class EI-L3 Grantor Trust for the benefit
of the Class EI Certificates (as to the portion of the Class EI/Class EI-L3
Grantor Trust comprised of Excess Interest) and Class EI-L3 Certificates (as to
the portion of the Class EI/Class EI-L3 Grantor Trust comprised of Additional
L-3 Interest). All covenants and agreements made by the Depositor and the
Trustee herein with respect to the Mortgage Loans and the other property
constituting the Trust are for the benefit of the Holders of the REMIC I Regular
Interests, the REMIC II Regular Interests, the REMIC Regular Certificates, the
Class EI Certificates, the Class EI-L3 Certificates, the Residual Certificates,
the Class A-3-1FL Regular Interest and the Swap Counterparty. The parties hereto
are entering into this Agreement, and the Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

            The Class A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates will be offered for sale pursuant to the
prospectus (the "Prospectus") dated June 7, 2005, as supplemented by the
preliminary prospectus supplement dated September 30, 2005 (together with the
Prospectus, the "Preliminary Prospectus Supplement"), and as further
supplemented by the final prospectus supplement dated October 12, 2005 (together
with the Prospectus, the "Final Prospectus Supplement") and the Class X-1, Class
X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class EI Certificates and Class EI-L3 Certificates
will be offered for sale pursuant to a Private Placement Memorandum dated
October 12, 2005.


                                     REMIC I

            Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I
Regular Interest (other than the Group X-Y REMIC I Regular Interests) will have
a pass-through rate equal to the REMIC I Net Mortgage Rate of the related
Mortgage Loan, an initial principal amount (the initial "Certificate Balance")
equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein
defined) of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a latest possible maturity date set to the Final Rated
Distribution Date (as defined herein). Each Group X-Y REMIC I Regular Interest
will relate to a specific Specially Designated Co-op Loan. Each Group X-Y REMIC
I Regular Interest will have a Pass-Through Rate equal to the Class X-Y Strip
Rate, an initial notional amount equal to the Scheduled Principal Balance as of
the Cut-Off Date of the Specially Designated Co-op Loan to which such Group X-Y
REMIC I Regular Interest relates, and a latest possible maturity date set to the
Final Rated Distribution Date. Neither Excess Interest nor Additional L-3
Interest shall be included as an asset of REMIC I. The Class R-I Certificates
will be designated as the sole Class of residual interests in REMIC I and will
have no Certificate Balance and no Pass-Through Rate, but will be entitled to
receive the proceeds of any assets remaining in REMIC I after all Classes of
REMIC I Regular Interests have been paid in full.


                                    REMIC II

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

            The following table sets forth the Class or Component designation,
the corresponding REMIC II Regular Interest (the "Corresponding REMIC II Regular
Interest"), the Corresponding Components of the Class X-1 or Class X-2
Certificates (the "Correpsonding Components") and the Original Class REMIC II
Certificate Balance for each Class of Principal Balance Certificates (and in the
case of the Class A-3-1FL Certificates, the Class A-3-1FL Regular Interest) (the
"Corresponding Certificates").

<TABLE>
<CAPTION>
                                                                                                                Corresponding
                       Original Class          Corresponding REMIC II          Original REMIC II              Components of Class
Corresponding      Certificate Balance or            Regular                 Certificate Balance or            X-1 or Class X-2
Certificates          Notional Balance             Interests (1)                Notional Balance               Certificates (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                           <C>                         <C>                                 <C>
Class A-1               $75,150,000                  A-1-1                         $8,951,000                        A-1-1
                                                     A-1-2                        $57,241,000                        A-1-2
                                                     A-1-3                         $8,958,000                        A-1-3
Class A-1A             $231,768,000                  A-1A-1                        $2,296,000                        A-1A-1
                                                     A-1A-2                       $10,808,000                        A-1A-2
                                                     A-1A-3                       $10,923,000                        A-1A-3
                                                     A-1A-4                       $10,430,000                        A-1A-4
                                                     A-1A-5                       $17,475,000                        A-1A-5
                                                     A-1A-6                        $9,294,000                        A-1A-6
                                                     A-1A-7                        $8,782,000                        A-1A-7
                                                     A-1A-8                       $14,859,000                        A-1A-8
                                                     A-1A-9                      $146,901,000                        A-1A-9
Class A-2               $50,000,000                  A-2                          $50,000,000                        A-2
Class A-3-1FL           $75,000,000                  A-3-1FL-1(2)                    $287,000                        A-3-1FL-1
                                                     A-3-1FL-2(2)                 $28,280,000                        A-3-1FL-2
                                                     A-3-1FL-3(2)                 $39,380,000                        A-3-1FL-3
                                                     A-3-1FL-4(2)                  $7,053,000                        A-3-1FL-4
Class A-3-1             $78,000,000                  A-3-1-1                         $298,000                        A-3-1-1
                                                     A-3-1-2                      $29,412,000                        A-3-1-2
                                                     A-3-1-3                      $40,955,000                        A-3-1-3
                                                     A-3-1-4                       $7,335,000                        A-3-1-4
Class A-3-2             $50,000,000                  A-3-2-1                      $37,196,000                        A-3-2-1
                                                     A-3-2-2                      $12,804,000                        A-3-2-2
Class A-AB              $75,000,000                  A-AB-1                       $17,384,000                        A-AB-1
                                                     A-AB-2                       $57,616,000                        A-AB-2
Class A-4A             $527,250,000                  A-4A-1                      $114,094,000                        A-4A-1
                                                     A-4A-2                       $43,957,000                        A-4A-2
                                                     A-4A-3                      $369,199,000                        A-4A-3
Class A-4B              $75,322,000                  A-4B                         $75,322,000                        A-4B
Class A-J              $129,549,000                   A-J                        $129,549,000                        A-J
Class X-Y                       N/A                   X-Y                        $139,729,337                        N/A
Class B                 $30,938,000                   B-1                          $9,283,000                        B-1
                                                      B-2                         $16,977,000                        B-2
                                                      B-3                          $4,678,000                        B-3
Class C                 $11,601,000                   C-1                            $616,000                        C-1
                                                      C-2                         $10,985,000                        C-2
Class D                 $25,137,000                   D-1                          $2,439,000                        D-1
                                                      D-2                         $22,698,000                        D-2
Class E                 $13,535,000                   E                           $13,535,000                        E
Class F                 $19,335,000                   F-1                          $9,070,000                        F-1
                                                      F-2                         $10,265,000                        F-2
Class G                 $11,602,000                   G                           $11,602,000                        G
Class H                 $17,402,000                   H-1                          $9,832,000                        H-1
                                                      H-2                          $7,570,000                        H-2
Class J                  $3,867,000                   J                            $3,867,000                        J
Class K                  $7,734,000                   K                            $7,734,000                        K
Class L                  $5,801,000                   L                            $5,801,000                        L
Class M                  $5,801,000                   M                            $5,801,000                        M
Class N                  $3,867,000                   N                            $3,867,000                        N
Class O                  $5,801,000                   O                            $5,801,000                        O
Class P                 $17,402,538                   P                           $17,402,538                        P
</TABLE>

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


(1)   The REMIC II Regular Interests and the Components of the Class X-1 and
      Class X-2 Certificates that correspond to any particular Class of
      Principal Balance Certificates also correspond to each other and,
      accordingly, constitute the "Corresponding REMIC II Regular Interest" and
      the "Corresponding Components," respectively, with respect to each other.

(2)   REMIC II Regular Interests A-3-1FL-1, A-3-1FL-2, A-3-1FL-3 and A-3-1FL-4
      correspond, in the aggregate, to the Class A-3-1FL Regular Interest,
      having an initial Certificate Balance of $75,000,000.


                                    REMIC III

            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 III Certificates comprising
the interests in REMIC III created hereunder.

<TABLE>
<CAPTION>
                                                              Initial Aggregate Certificate
REMIC III Regular Interest      Approximate Initial                      Balance                      Final Scheduled
        Designation            Pass-Through Rate (a)               or Notional Amount               Distribution Date (b)
-----------------------------------------------------------------------------------------------------------------------------------
        <S>                          <C>                              <C>                             <C>
        Class A-1                    4.914%                            $75,150,000                     October 15, 2010
        Class A-1A                   5.214%                           $231,768,000                    September 15, 2015
        Class A-2                    5.126%                            $50,000,000                     October 15, 2010
        Class A-3-1FL                5.251%                            $75,000,000                      April 15, 2012
        Class A-3-1                  5.251%                            $78,000,000                      April 15, 2012
        Class A-3-2                  5.253%                            $50,000,000                     August 15, 2013
        Class A-AB                   5.178%                            $75,000,000                      July 15, 2014
        Class A-4A                   5.230%                           $527,250,000                     August 15, 2015
        Class A-4B                   5.284%                            $75,322,000                     August 15, 2015
        Class A-J                    5.446%                           $129,549,000                    September 15, 2015
        Class X-1                    0.043%                          $1,546,862,538                          N/A
        Class X-2                    0.233%                            $1,502,744                            N/A
        Class X-Y                    0.102%                           $139,729,337                           N/A
        Class B                      5.495%                            $30,938,000                     October 15, 2015
        Class C                      5.513%                            $11,601,000                     October 15, 2015
        Class D                      5.513%                            $25,137,000                     October 15, 2015
        Class E                      5.513%                            $13,535,000                     October 15, 2015
        Class F                      5.513%                            $19,335,000                     August 15, 2016
        Class G                      5.513%                            $11,602,000                    December 15, 2016
        Class H                      5.513%                            $17,402,000                    November 15, 2017
        Class J                      4.944%                            $3,867,000                     November 15, 2017
        Class K                      4.944%                            $7,734,000                       July 15, 2018
        Class L                      4.944%                            $5,801,000                       July 15, 2019
        Class M                      4.944%                            $5,801,000                       March 15, 2020
        Class N                      4.944%                            $3,867,000                       July 15, 2020
        Class O                      4.944%                            $5,801,000                     September 15, 2020
        Class P                      4.944%                            $17,402,538                     August 15, 2030
        Class R-III (c)               N/A                                  N/A                               N/A
</TABLE>
--------------------------


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

(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) in the case of the REMIC III Regular Interests.

(c)   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 REMIC
      III Regular Interests have been reduced to zero and any Realized Losses
      previously allocated thereto (and any interest thereon) have been
      reimbursed.

                       Class EI/Class EI-L3 Grantor Trust

            Each Class EI Certificate will be entitled to Excess Interest and
each Class EI-L3 Certificate will be entitled to Additional L-3 Interest
(neither of which will be a part of any REMIC Pool). The parties intend that (i)
the portions of the Trust representing the Excess Interest, Additional L-3
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, (ii) the Class EI Certificates shall represent undivided beneficial
interests in the portion of the Trust consisting of the entitlement to receive
Excess Interest and (iii) the Class EI-L3 Certificates shall represent undivided
beneficial interests in the portion of the Trust consisting of the entitlement
to receive Additional L-3 Interest (collectively, the "Class EI/Class EI-L3
Grantor Trust").

            As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,546,862,539.

                           Class A-3-1FL Grantor Trust

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will treat the segregated pool of assets consisting of (i)
the Class A-3-1FL Regular Interest (bearing a fixed rate of interest at 5.251%
per annum subject to a cap equal to the Weighted Average REMIC I Net Mortgage
Rate) and the Swap Contract and all payments under the Class A-3-1FL Regular
Interest and the Swap Contract and (ii) all funds and assets on deposit from
time to time in the Floating Rate Account as a separate grantor trust within the
meaning of subpart E, part I of Subchapter J of Chapter 1 of Subtitle A of the
Code. The Class A-3-1FL Certificates will be treated as undivided beneficial
interests in the Class A-3-1FL Grantor Trust.

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans (other than the Excess Interest and Additional L-3 Interest
payable with respect to such Mortgage Loans)) to be treated for federal income
tax purposes as a real estate mortgage investment conduit ("REMIC I"). The REMIC
I Regular Interests will be designated as the "regular interests" in REMIC I and
the Class R-I Certificates will be designated as the sole Class of "residual
interests" in REMIC I for purposes of the REMIC Provisions.

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

            As provided herein, with respect to the Trust, the Paying Agent on
behalf of the Trustee will make an election for the segregated pool of assets
described in the third paragraph of Section 12.1(a) hereof consisting of the
REMIC II Regular Interests to be treated for federal income tax purposes as a
real estate mortgage investment conduit ("REMIC III"). The REMIC III Regular
Interests (including, in the case of the Class A-3-1FL Certificates, the Class
A-3-1FL Regular Interest represented by the Class A-3-1FL 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 be designated as the sole Class of "residual interests" in
REMIC III for purposes of the REMIC Provisions.
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.1  Definitions

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

            "Accountant" means a Person engaged in the practice of accounting
who is Independent.

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

            "Accrued Component Interest" With respect to each Component of the
Class X-1 and Class X-2 Certificates for any Distribution Date, one month's
interest at the Class X-1 Strip Rate or Class X-2 Strip Rate applicable to such
Component for such Distribution Date, accrued on the Component Notional Amount
of such Component outstanding immediately prior to such Distribution Date.
Accrued Component Interest shall be calculated on a 30/360 basis and, with
respect to any Component and any Distribution Date, shall be deemed to accrue
during the calendar month preceding the month in which such Distribution Date
occurs.

            "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 each Mortgaged Property securing any Loan Group).

            "Additional L-3 Interest" means, in respect of the L-3
Communications Mortgage Loan, additional interest in the amount of seven basis
points (0.07%) above the related Mortgage Rate payable by the related Mortgagor
in the event such Mortgagor obtains mezzanine financing that causes the
aggregate loan-to-value ratio of such mezzanine financing and Mortgage Loan No.
3 to exceed 73%. Additional L-3 Interest on the L-3 Communications Mortgage Loan
is an asset of the Trust, but shall not be an asset of any REMIC Pool formed
hereunder.

            "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 or paid from Late Fees or default interest
as provided in Section 4.5, (ii) Advance Interest that cannot be paid from Late
Fees and default interest in accordance with Section 4.6(c); (iii) amounts paid
to indemnify the Master Servicers, the Special Servicers, any Primary Servicer,
the Certificate Registrar, the Trustee, the Paying Agent (or any other Person)
pursuant to the terms of this Agreement; (iv) to the extent not otherwise paid,
any federal, state, or local taxes imposed on the Trust or its assets and paid
from amounts on deposit in the Certificate Accounts or Distribution Account, (v)
the amount of any Advance plus interest due thereon and Unliquidated Advances
that are not recovered from the proceeds of a Mortgage Loan or Loan Group upon a
Final Recovery Determination and (vi) to the extent not included in the
calculation of a Realized Loss and not covered by indemnification by one of the
parties hereto or otherwise, any other unanticipated cost, liability, or expense
(or portion thereof) of the Trust (including costs of collecting such amounts or
other Additional Trust Expenses) which the Trust has not recovered, and in the
judgment of the Master Servicer (or the 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. Notwithstanding anything in this
Agreement to the contrary, "Additional Trust Expenses" shall not include
allocable overhead of a Master Servicer, a Special Servicer, the Trustee, the
Paying Agent or the Certificate Registrar such as costs for office space, office
equipment, supplies and related expenses, employee salaries and related
expenses, and similar internal costs and expenses, except to the extent
specifically allowed in this Agreement.

            "Adjusted Mortgage Rate" means, with respect to any Mortgage Loan
that accrues interest on the basis of a 360-day year consisting of twelve 30-day
months ("30/360 basis"), and with respect to any Distribution Date, the Mortgage
Rate thereof minus the Administrative Cost Rate. For any Mortgage Loan that
accrue(s) interest on a basis other than that of a 30/360 basis and with respect
to any Distribution Date, the rate that, when applied to the Principal Balance
of the related Mortgage Loan (on the day prior to the Due Date preceding such
Distribution Date) on a 30/360 basis for the related loan accrual period, yields
the amount of interest actually due on such Mortgage Loan on the Due Date
preceding such Distribution Date (less the Administrative Cost Rate for such
Mortgage Loan); provided that for purposes of this definition, (i) the Adjusted
Mortgage Rate for the loan accrual period relating to the Due Dates in both
January and February in any year that is not a leap year and in February in any
year that is a leap year, shall be determined net of any amounts transferred to
the Interest Reserve Accounts and (ii) the Adjusted Mortgage Rate for the loan
accrual period relating to the Due Date in March (commencing in March 2006)
shall be determined taking into account the addition of any amounts withdrawn
from the Interest Reserve Accounts, provided, further, that if the Maturity Date
on any Mortgage Loan in January or February or if there is a Principal
Prepayment on any Mortgage Loan in January or February, then the Adjusted
Mortgage Rate shall be determined taking into account the addition of any
amounts withdrawn from the Interest Reserve Account for such month.

            "Administrative Cost Rate" means the sum of the Master Servicing Fee
Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee Rate and the
Trustee Fee Rate.

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

            "Advance Interest" means interest payable to a Master Servicer, a
Special Servicer or the Trustee on outstanding Advances (other than Unliquidated
Advances) pursuant to Section 4.5 of this Agreement.

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

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

            "Adverse Grantor Trust Event" shall mean any action taken by a
Person or the failure of a Person to take any action that, under the Grantor
Trust Provisions, if taken or not taken, as the case may be, could endanger the
status of the Class EI/Class EI-L3 Grantor Trust or the Class A-3-1FL Grantor
Trust as a grantor trust under the Grantor Trust Provisions or result in the
imposition of a tax upon the Class EI/Class EI-L3 Grantor Trust or the Class
A-3-1FL Grantor Trust or its assets or transactions.

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

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

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

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

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

            "Anticipated Repayment Date" means, with respect to the ARD Loans,
the date on which a substantial principal payment on an ARD Loan is anticipated
to be made, as set forth in the related Mortgage Note.

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

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

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

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

            "ARD Loan" means the Mortgage Loans designated on the Mortgage Loan
Schedule as Mortgage Loan No. 16 and Mortgage Loan No. 60, collectively.

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

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

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

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

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

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

            "Available Distribution Amount" means, with respect to any
Distribution Date and the Mortgage Loans, an amount equal to the aggregate of
the following amounts (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 (x) received by a Master Servicer or a Special Servicer
through the end of the related Collection Period (other than any portion thereof
that constituted a portion of the Available Distribution Amount for a prior
Distribution Date as described in clause (a)(y) below) or (y) remitted by the
applicable Master Servicer on the related Master Servicer Remittance Date
pursuant to Section 5.1(h), exclusive of (i) any such amounts that were
deposited in the Distribution Account in error, (ii) amounts that are payable or
reimbursable to any Person other than the Certificateholders (including amounts
payable to the Master Servicers in respect of unpaid Master Servicing Fees, the
Primary Servicers in respect of unpaid Primary Servicing Fees, the Special
Servicers in respect of unpaid Special Servicer Compensation, the Trustee in
respect of unpaid Trustee Fees or to the parties entitled thereto in respect of
the unpaid Excess Servicing Fees), (iii) amounts that constitute Prepayment
Premiums or Yield Maintenance Charges, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Accounts, (v) Excess Interest and Additional L-3 Interest and (vi)
Scheduled Payments collected but due on a Due Date subsequent to the related
Collection Period (other than any portion thereof described in clause (a)(y)
above) and (b) if and to the extent not already among the amounts described in
clause (a), (i) the aggregate amount of any P&I Advances made by a Master
Servicer or the Trustee for such Distribution Date pursuant to Section 4.1
and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest
payments made by the Master Servicers for such Distribution Date pursuant to the
terms hereof, and (iii) if a Distribution Date occurs in March of any year,
commencing March 2006 or if a Maturity Date or Principal Prepayment falls on a
January or February of any year, the aggregate of the Interest Reserve Amounts
then held on deposit in the Interest Reserve Accounts in respect of the related
Interest Reserve Loan or Interest Reserve Loans.

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

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

            "Banking Day" means any day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency) in
London, England.

            "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 or Yield Maintenance Charge, and with respect to any Class of
Certificates (except for Class A-3-1FL Certificates) and the Class A-3-1FL
Regular Interest, 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 or the Class A-3-1FL Regular Interest and (ii) the Discount Rate
used in calculating the Prepayment Premium or Yield Maintenance Charge 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 or Yield Maintenance Charge 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.

            "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 (i) with respect to any matter not involving
the payment of the Net Swap Payment, any day other than a Saturday, a Sunday or
a day on which banking institutions in the states where the Certificate Account,
Distribution Account, Trustee, a Master Servicer, a Primary Servicer or a
Special Servicer are located and are authorized or obligated by law or executive
order to remain closed or (ii) with respect to the payment of the Net Swap
Payment, any day other than a Saturday, a Sunday or a day on which banking
institutions in the states where the Trustee or the Swap Counterparty are
located and are authorized or obligated by law or executive order to remain
closed. With respect to clause (i) of the foregoing definition, upon the request
of any party to this Agreement or the Operating Adviser, the Trustee, the Paying
Agent, each Master Servicer, each Special Servicer and each Primary Servicer
shall provide such party a list of the legal holidays observed by such entity;
provided that each Primary Servicer shall be required to provide the Operating
Adviser and the Master Servicers on or before the first day of January of each
calendar year with a list of each day that will not be a "Business Day" in the
jurisdiction of such Primary Servicer during such calendar year

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

            "Category 1 Requests" has the meaning set forth in the Primary
Servicing Agreements for the SunTrust Loans and the MM Loans.

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

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

            "Certificate Balance" means, with respect to any Certificate (other
than the Class X Certificates, the Class EI Certificates, the Class EI-L3
Certificates and the Residual Certificates) or Interest (other than the Group
X-Y REMIC I Regular Interests and the REMIC II Regular Interest X-Y) as of any
Distribution Date, the maximum specified dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate (in the case
of a Certificate), or as ascribed thereto in the Preliminary Statement hereto
(in the case of an Interest), minus (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 and (ii) all
Realized Losses allocated or deemed to have been allocated to such Interest or
Certificate pursuant to Section 6.6, 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.

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

            "Certificate Register" has the meaning provided in Section 3.2.

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

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

            "Certificates" means, collectively, the REMIC III Certificates, the
Class A-3-1FL Certificates, the Class EI Certificates, the Class EI-L3
Certificates, the Class R-I Certificates, the Class R-II Certificates and the
Class R-III Certificates.

            "Certification Parties" has the meaning set forth in Section
8.26(b).

            "Certifying Person" has the meaning set forth in Section 8.26(b).

            "Class" means, with respect to the REMIC I Regular Interests, REMIC
II Regular Interests, REMIC III Certificates, Class A-3-1FL Regular Interest,
Class A-3-1FL Certificates, Class EI Certificates and Class EI-L3 Certificates,
any class of such Certificates or Interests.

            "Class A Certificates" means the Class A-1 Certificates, Class A-1A
Certificates, Class A-2 Certificates, Class A-3-1FL Certificates (or, as the
context requires, the Class A-3-1FL Regular Interest), Class A-3-1 Certificates,
Class A-3-2 Certificates, Class A-AB Certificates, Class A-4A Certificates and
Class A-4B Certificates, collectively.

            "Class A-3-1FL Available Funds" means, in respect of each
Distribution Date, (i) the sum of all previously undistributed payments or other
receipts on account of principal and interest and other sums on or in respect of
the Class A-3-1FL Regular Interest received by the Paying Agent (or the Master
Servicers on the Paying Agent's behalf) after the Cut-off Date and on or prior
to such Distribution Date and (ii) the sum of all previously undistributed
amounts received from the Swap Counterparty in respect of the Class A-3-1FL
Regular Interest pursuant to the Swap Contract, including, but not limited to,
any termination payment, but in the case of both (i) and (ii) excluding the
following: (a) all amounts of Prepayment Premiums allocated to the Class A-3-1FL
Regular Interest for so long as the Swap Contract is in effect; (b) all amounts
required to be paid to the Swap Counterparty in respect of the Class A-3-1FL
Regular Interest pursuant to the Swap Contract; and (c) all amounts incurred by
the Trustee in connection with enforcing the rights of the Trust under the Swap
Contract.

            "Class A-3-1FL Grantor Trust" means the segregated pool of assets
consisting of (i) the Class A-3-1FL Regular Interest and the Swap Contract and
all payments under the Class A-3-1FL Regular Interest and the Swap Contract,
(ii) all funds and assets from time to time on deposit in the Floating Rate
Account and (iii) proceeds of all of the foregoing.

            "Class A-3-1FL Interest Distribution Amount" means, in respect of
any Distribution Date, the sum of (i) for so long as the Swap Contract is in
effect, the aggregate amount of interest received by the Paying Agent from the
Swap Counterparty in respect of the Class A-3-1FL Regular Interest pursuant to
the terms of the Swap Contract during the related Interest Accrual Period and
(ii) amounts in respect of interest (including reimbursement of any Prepayment
Interest Shortfalls) received on the Class A-3-1FL Regular Interest not required
to be paid to the Swap Counterparty (which will arise due to the netting
provisions of the Swap Contract or upon the termination or expiration of the
Swap Contract). If the Swap Counterparty defaults on its obligation to pay such
interest to the Paying Agent, or if a Swap Default occurs and is continuing or
if the Swap Contract is terminated, the Class A-3-1FL Interest Distribution
Amount will equal the Distributable Certificate Interest Amount in respect of
the Class A-3-1FL Regular Interest, until such time as the Swap Default is
cured, or such obligation is paid, as the case may be, or until a replacement
Swap Contract is obtained.

            "Class A-3-1FL Principal Distribution Amount" means, in respect of
any Distribution Date, an amount equal to the aggregate amount of the principal
payments made on the Class A-3-1FL Regular Interest on such Distribution Date.

            "Class A-3-1FL Regular Interest" means the uncertificated interest
designated as a "regular interest" in REMIC III, which shall consist of an
Interest having a Certificate Balance equal to the Certificate Balance of the
Class A-3-1FL Certificates, and which has a Pass-Through Rate equal to the per
annum rate of the lesser of 5.251% and the Weighted Average REMIC I Net Mortgage
Rate in respect of each Distribution Date.

            "Class A-4 Certificates" means the Class A-4A Certificates and Class
A-4B Certificates, collectively.

            "Class A-1 Certificates," "Class A-1A Certificates," "Class A-2
Certificates," "Class A-3-1FL Certificates," "Class A-3-1 Certificates," "Class
A-3-2 Certificates," "Class A-AB Certificates," "Class A-4A Certificates,"
"Class A-4B Certificates," "Class A-J Certificates," "Class X-1 Certificates,"
"Class X-2 Certificates," "Class X-Y Certificates," "Class B Certificates,"
"Class C Certificates," "Class D Certificates," "Class E Certificates," "Class F
Certificates," "Class G Certificates," "Class H Certificates," "Class J
Certificates," "Class K Certificates," "Class L Certificates," "Class M
Certificates," "Class N Certificates," "Class O Certificates," "Class P
Certificates," "Class EI Certificates," "Class EI-L3 Certificates," "Class R-I
Certificates," "Class R-II Certificates," or "Class R-III Certificates" mean the
Certificates designated as "Class A-1," "Class A-1A," "Class A-2," "Class
A-3-1FL," "Class A-3-1," "Class A-3-2," "Class A-AB," "Class A-4A," "Class
A-4B," "Class A-J," "Class X-1," "Class X-2," "Class X-Y," "Class B," "Class C,"
"Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K,"
"Class L," "Class M," "Class N," "Class O," "Class EI," "Class EI-L3," "Class
R-I," "Class R-II" and "Class R-III," respectively, on the face thereof, in
substantially the form attached hereto as Exhibits A-1 through A-32.

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

            "Class A-1-2 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-1 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-1-2.

            "Class A-1-3 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-1 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-1-3.

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

            "Class A-1A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-2.

            "Class A-1A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-3.

            "Class A-1A-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-4.

            "Class A-1A-5 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-5.

            "Class A-1A-6 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-6.

            "Class A-1A-7 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-7.

            "Class A-1A-8 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-8.

            "Class A-1A-9 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-9.

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

            "Class A-3-1FL-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1FL Regular Interest, which
component represents a Component Notional Amount equal to the Certificate
Balance of the REMIC II Regular Interest A-3-1FL-1.

            "Class A-3-1FL-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1FL Regular Interest, which
component represents a Component Notional Amount equal to the Certificate
Balance of the REMIC II Regular Interest A-3-1FL-2.

            "Class A-3-1FL-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1FL Regular Interest, which
component represents a Component Notional Amount equal to the Certificate
Balance of the REMIC II Regular Interest A-3-1FL-3.

            "Class A-3-1FL-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1FL Regular Interest, which
component represents a Component Notional Amount equal to the Certificate
Balance of the REMIC II Regular Interest A-3-1FL-4.

            "Class A-3-1-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-1.

            "Class A-3-1-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-2.

            "Class A-3-1-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-3

            "Class A-3-1-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-1-4.

            "Class A-3-2-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-2-1.

            "Class A-3-2-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3-2-2.

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

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

            "Class A-4A-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-1.

            "Class A-4A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-2.

            "Class A-4A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4A-3.

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

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

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

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

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

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

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

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

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

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

            "Class EI/Class EI-L3 Grantor Trust" means that portion of the Trust
consisting of Excess Interest, Additional L-3 Interest and the Excess Interest
Sub-account.

            "Class F-1 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class F Certificates, which component represents a
Component Notional Amount 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
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest F-2.

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

            "Class H-1 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class H Certificates, which component represents a
Component Notional Amount 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
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest H-2.

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

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

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

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

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

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

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

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

            "Class X-1 Notional Amount" means, with respect to the Class X-1
Certificates and any date of determination, the aggregate of the outstanding
Certificate Balances of the Principal Balance Certificates.

            "Class X-1 Strip Rate" means, with respect to any Class of
Components (other than Components that are also Class X-2 Components) for any
Distribution Date, a rate per annum equal to (i) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate
for the Corresponding Certificates. In the case of any Class of Components that
are also Class X-2 Components, (i) for any Distribution Date occurring on or
before the related Class X-2 Component Crossover Date, a rate per annum equal
to, (x) the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, minus (y) the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth in Schedule XV attached hereto and (2) the Pass
Through Rate for the Class of Corresponding Certificates, and (ii) for any
Distribution Date occurring after the related Class X-2 Component Crossover
Date, a rate per annum equal to (x) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided that in no event shall any Class X-1 Strip
Rate be less than zero).

            "Class X-2 Component Crossover Date" means, (i) with respect to the
Class A-1-2 Component and the Class A-1A-2 Component, the Distribution Date in
October 2006,

            (ii) with respect to the Class A-1-3 Component, Class A-1A-3
Component, Class A-2 Component, Class A-3-1FL-1 Component, Class A-3-1-1
Component, Class H-1 Component, Class J Component, Class K Component and Class L
Component the Distribution Date occurring in October 2007;

            (iii) with respect to the Class A-1A-4 Component, Class A-3-1FL-2
Component, Class A-3-1-2 Component, Class F-1 Component, Class G Component and
Class H-2 Component, the Distribution Date occurring in October 2008;

            (iv) with respect to the Class A-1A-5 Component, Class A-3-1FL-3
Component, Class A-3-1-3 Component, Class D-1 Component, Class F-2 Component and
Class E Component, the Distribution Date occurring in October 2009;

            (v) with respect to the Class A-1A-6 Component, Class A-3-1FL-4
Component, Class A-3-1-4 Component, Class A-3-2-1 Component, Class A-AB-1
Component, Class C-1 Component and Class D-2 Component, the Distribution Date
occurring in October 2010;

            (vi) with respect to the Class A-1A-7 Component, Class A-3-2-2
Component, Class A-AB-2 Component, Class A-4A-1 Component, Class B-1 Component
and Class C-2 Component, the Distribution Date occurring in October 2011;

            (vii) with respect to the Class A-1A-8 Component, Class A-4A-2
Component and Class B-2 Component, the Distribution Date occurring in October
2012; and

            (viii), with respect to the Class A-1A-9 Component, Class A-4A-3
Component, Class A-4B Component, Class A-J Component and Class B-3 Component,
the Distribution Date occurring in October 2013.

            "Class X-2 Components" means each of the Class A-1-2 Component,
Class A-1-3 Component, Class A-1A-2 Component, Class A-1A-3 Component, Class
A-1A-4 Component, Class A-1A-5 Component, Class A-1A-6 Component, Class A-1A-7
Component, Class A-1A-8 Component, Class A-1A-9 Component, Class A-2 Component,
Class A-3-1FL-1 Component, Class A-3-1FL-2 Component, Class A-3-1FL-3 Component,
Class A-3-1FL-4 Component, Class A-3-1-1 Component, Class A-3-1-2 Component,
Class A-3-1-3 Component, Class A-3-1-4 Component, Class A-3-2-1 Component, Class
A-3-2-2 Component, Class A-AB-1 Component, Class A-AB-2 Component, Class A-4A-1
Component, Class A-4A-2 Component, Class A-4A-3 Component, Class A-4B Component,
Class A-J Component, Class B-1 Component, Class B-2 Component, Class C-1
Component, Class C-2 Component, Class D-1 Component, Class D-2 Component, Class
E Component, Class F-1 Component, Class F-2 Component, Class G Component, Class
H-1 Component, Class H-2 Component, Class J-1 Component, Class J-2 Component,
Class K Component and Class L Component.

            "Class X-2 Notional Amount" means as of any date of determination,
the sum of the then Component Notional Amounts of the Class X-2 Components
excluding the Class X-2 Components for which the Class X-2 Crossover Date has
been previously passed.

            "Class X-2 Strip Rate" means, with respect to each of the Class X-2
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-2 Component
Crossover 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 the Class of Corresponding
Certificates (provided that, in no event shall any Class X-2 Strip Rate be less
than zero), and (ii) for any Distribution Date occurring after the related Class
X-2 Component Crossover Date, 0% per annum.

            "Class X-Y Interest Amount" means, with respect to any Distribution
Date and the related Interest Accrual Period, interest accrued on the Class X-Y
Notional Amount during the related Interest Accrual Period at a rate equal to
one twelfth of a per annum rate equal to the Weighted Average Class X-Y Strip
Rate.

            "Class X-Y Notional Amount" means, with respect to any Distribution
Date, the aggregate of the Principal Balances of the Specially Designated Co-op
Mortgage Loans (or any successor REO Mortgage Loans), reduced by any Advances of
principal on such Specially Designated Co-op Mortgage Loans (or any successor
REO Mortgage Loans) and losses on those Specially Designated Co-op Mortgage
Loans previously allocated to the Certificateholders.

            "Class X-Y Strip Rate" means, with respect to any Specially
Designated Co-op Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto), for any Distribution Date, a rate per annum equal to either: (1) if
such Mortgage Loan accrues interest on a 30/360 basis, 0.10%; and (2) if such
Mortgage Loan accrues interest on a basis other than that of a 30/360 basis, the
product of (a) 0.10%, multiplied by (b) a fraction, the numerator of which is
the number of days in the Interest Accrual Period that corresponds to such
Distribution Date, and the denominator of which 30.

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

            "Clearstream" means Clearstream Banking Luxembourg, societe anonyme.

            "Closing Date" means on or about October 25, 2005.

            "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "CMSA Servicer Watch List" means a report substantially in the form
of, and containing the information called for in, the downloadable form of
"Servicer Watch List" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Servicer Watch List" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable; provided, however, that, notwithstanding the foregoing,
the NCB Master Servicer shall not be required to include a Co-op Mortgage Loan
on the Servicer Watch List on account of the Debt Service Coverage Ratio of such
Co-op Mortgage Loan, unless such Debt Service Coverage Ratio shall fall below
0.90x (for purposes of the calculation of the Debt Service Coverage Ratio of a
Co-op Mortgage Loan for this definition only, the Projected Net Cash Flow of the
related Mortgaged Property shall be adjusted to reflect the actual expenses
incurred by the Mortgagor).

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

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

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

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

            "Commission" means the Securities and Exchange Commission.

            "Compensating Interest" means, with respect to any Distribution Date
and each Master Servicer, an amount equal to the excess of (A) Prepayment
Interest Shortfalls incurred in respect of the Mortgage Loans serviced by such
Master Servicer resulting from Principal Prepayments on such Mortgage Loans
during the related Collection Period, over (B) the aggregate of the Prepayment
Interest Excesses received in respect of the Mortgage Loans serviced by such
Master Servicer resulting from Principal Prepayments on such Mortgage Loan
during the same related Collection Period. Notwithstanding the foregoing, such
Compensating Interest shall not (i) exceed 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 such Master Servicer's
Mortgage Loans, including REO Mortgage Loans, if such Master Servicer applied
the subject Principal Prepayment in accordance with the terms of the related
Mortgage Loan documents and (ii) be required to be paid on any Net Aggregate
Prepayment Interest Shortfalls to the extent incurred in respect of any
Specially Serviced Mortgaged Loans.

            "Component" means each of the Class A-1-1 Component, Class A-1-2
Component, Class A-1-3 Component, Class A-1A-1 Component, Class A-1A-2
Component, Class A-1A-3 Component, Class A-1A-4 Component, Class A-1A-5
Component, Class A-1A-6 Component, Class A-1A-7 Component, Class A-1A-8
Component, Class A-1A-9 Component, Class A-2 Component, Class A-3-1FL-1
Component, Class A-3-1FL-2 Component, Class A-3-1FL-3 Component, Class A-3-1FL-4
Component, Class A-3-1-1 Component, Class A-3-1-2 Component, Class A-3-1-3
Component, Class A-3-1-4 Component, Class A-3-2-1 Component, Class A-3-2-2
Component, Class A-AB-1 Component, Class A-AB-2 Component, Class A-4A-1
Component, Class A-4A-2 Component, Class A-4A-3 Component, Class A-4B Component,
Class A-J Component, Class B-1 Component, Class B-2 Component, Class B-3
Component, Class C-1 Component, Class C-2 Component, Class D-1 Component, Class
D-2 Component, Class E Component, Class F-1 Component, Class F-2 Component,
Class G Component, Class H-1 Component, Class H-2 Component, Class J Component,
Class K Component, Class L Component, Class M Component, Class N Component,
Class O Component and Class P Component.

            "Component Notional Amount" means with respect to each Component and
any date of determination, an amount equal to the then Certificate Balance of
its Corresponding REMIC II Regular Interest.

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

            "Controlling Class" means the most subordinate Class of REMIC
Regular Certificates or Class A-3-1FL 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 or Class A-3-1FL Certificates outstanding. As of the
Closing Date, the Controlling Class will be the Class O Certificates.

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

            "Co-op Mortgage Loan" means any Mortgage Loan that, as of the date
it is first included in the Trust, is secured by a Mortgage that encumbers a
residential cooperative property, as identified on Schedule IV hereto.

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

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

            "Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479-0113 with respect to certificate transfers and at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951 with respect to other
trustee and securities administration services, or at such other address as the
Trustee or Certificate Registrar may designate from time to time by notice to
the Certificateholders, the Depositor, the Master Servicers and the Special
Servicers.

            "Corresponding Certificate" means the Class of Certificates (or, in
the case of the Class A-3-1FL Certificates, the Class A-3-1FL Regular Interest)
as set forth in the Preliminary Statement with respect to any Corresponding
Component or any Corresponding REMIC II Regular Interest.

            "Corresponding Component" means the Component as set forth in the
Preliminary Statement with respect to any Corresponding Certificate (or, in the
case of the Class A-3-1FL Certificates, the Class A-3-1FL Regular Interest) or
any Corresponding REMIC II Regular Interest.

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

            "Corresponding REMIC II Regular Interest" means the REMIC II Regular
Interest as defined in the Preliminary Statement with respect to any Class of
Corresponding Certificates or any Corresponding Component.

            "Credit Support Provider" shall have the meaning assigned in the
Swap Contract.

            "Cross-Collateralized Loan" has the meaning set forth in Section
2.3(a) hereof.

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

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

            "Cut-Off Date" means the end of business on October 1, 2005. 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 October 1, 2005 and
Scheduled Payments due in October 2005 with respect to Mortgage Loans not having
Due Dates on the first of each month have been deemed received on October 1,
2005, not the actual day on which such Scheduled Payments were due.

            "Debt Service Coverage Ratio" means either, (a) with respect to any
Mortgage Loan (other than a Co-op Mortgage Loan), as of any date of
determination, the ratio of (1) the annual, year-end net cash flow of the
related Mortgaged Property or Mortgaged Properties, determined as provided in
the NOI Adjustment Worksheet based on the most recent annual, year-end operating
statements provided by the Mortgagor (or if no annual, year-end operating
statements have been provided, based on such information provided by the
Mortgagor, including without limitation rent rolls and other unaudited financial
information, as the applicable Master Servicer shall determine in accordance
with the Servicing Standard) to (2) the annualized amount of debt service
payable on that Mortgage Loan or, in the case of Mortgage Loans that are
interest-only, where periodic payments are interest-only for a certain amount of
time after origination after which date the Mortgage Loan amortizes principal
for the remaining term of the Mortgage Loan, the annualized amount of debt
service that will be payable under the Mortgage Loan after the beginning of the
amortization term of the Mortgage Loan, or (b) with respect to any Co-op
Mortgage Loan, as of any date of determination, the ratio of (1) the Projected
Net Cash Flow for the related Mortgaged Property on an annualized basis to (2)
the annualized amount of debt service payable on that Co-op Mortgage Loan.

            "Debt Service Reduction Amount" means, with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan 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 as a result of any such proceeding, but
not forgiven, the amount of the reduction shall include only the net present
value (calculated at the related Mortgage Rate) of the reduction.

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

            "Defeasance Collateral" means, with respect to any Defeasance Loan,
"government securities" as defined in Section 2(a)(16) of the Investment Company
Act of 1940 required to be pledged in lieu of prepayment pursuant to the terms
thereof.

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

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

            "Deficient Valuation Amount" means with respect to each Mortgage
Loan, the amount by which the total amount due with respect to such Mortgage
Loan or (excluding interest not yet accrued), including the Principal Balance of
such Mortgage Loan plus any accrued and unpaid interest thereon and any other
amounts recoverable from the Mortgagor with respect thereto pursuant to the
terms thereof, is reduced in connection with a Deficient Valuation.

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

            "Determination Date" means (a), with respect to any Distribution
Date and any of the Mortgage Loans other than the NCB, FSB Loans and the MM
Loans, the earlier of (i) the 10th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day prior to the related Distribution
Date, commencing November 8, 2005, (b) with respect to any Distribution Date and
any of the NCB, FSB Loans, the earlier of (i) the 11th day of the month in which
such Distribution Date occurs or, if such day is not a Business Day, the
immediately preceding Business Day and (ii) the 4th Business Day prior to the
related Distribution Date, commencing November 9, 2005 or (c) with respect to
any Distribution Date and any of the MM Loans, the 10th day of the month in
which such Distribution Date occurs or, if such day is not a Business Day, the
immediately following Business Day, commencing November 10, 2005.

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

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

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

            "Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of Certificates (other than the Class A-3-1FL
Certificates, Class EI Certificates, Class EI-L3 Certificates and the Residual
Certificates) or Interests (including the Class A-3-1FL Regular Interest), the
sum of (A) Accrued Certificate Interest in respect of such Class or Interest,
reduced (to not less than zero) by (i) any Net Aggregate Prepayment Interest
Shortfalls for such Class of Certificates or Interests, allocated on such
Distribution Date to such Class or Interest pursuant to Section 6.7, and (ii)
Realized Losses allocated on such Distribution Date to reduce the Distributable
Certificate Interest payable to such Class or Interest pursuant to Section 6.6,
plus (B) the Unpaid Interest, plus (C) if the Aggregate Certificate Balance is
reduced because of a diversion of principal in accordance with Section
5.2(a)(II)(iv), and there is a subsequent recovery of amounts as described in
Section 6.6(c)(i), then interest at the applicable Pass-Through Rate that would
have accrued and been distributable with respect to the amount by which the
Aggregate Certificate Balance was so reduced, which interest shall accrue from
the date that the related Realized Loss is allocated through the end of the
Interest Accrual Period related to the Distribution Date on which such amounts
are subsequently recovered.

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

            "Distribution Date" means the 15th day of each month or, if such day
is not a Business Day, the next succeeding Business Day, commencing November 15,
2005.

            "Due Date" means, with respect to a Mortgage Loan, the date on which
a Scheduled Payment is first due without the application of grace periods.

            "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "P-1" by Moody's and "A-1" by S&P, if the deposits
are to be held in the account for 30 days or less, or (B) long term unsecured
debt obligations are rated at least "Aa3" by Moody's and "AA-" (or "A" (without
regard to any plus or minus), if the short-term unsecured debt obligations are
rated at least "A-1") by S&P, if the deposits are to be held in the account more
than 30 days, (ii) a segregated trust account or accounts maintained in the
trust department of the Trustee, the Paying Agent or other financial institution
having a combined capital and surplus of at least $50,000,000 and subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulations Section 9.10(b), (iii) an account or accounts of a
depository institution acceptable to the Rating Agencies, as evidenced by Rating
Agency Confirmation with respect to the use of any such account as a Certificate
Account or the Distribution Account or in the case of Escrow Accounts with
respect to NCB, FSB Loans, any account maintained with NCB, FSB (provided that
NCB, FSB has a combined capital and surplus of at least $40,000,000), or (iv)
with respect to the Primary Servicer for the MM Loans, the Centennial Government
Trust, until the date that is 60 days after the Closing Date.

            "Eligible Investments" means any one or more of the following
financial assets or other property:

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

            (ii) demand or time deposits in, unsecured certificates of deposit
      of, money market deposit accounts of, or bankers' acceptances issued by,
      any depository institution or trust company (including the Trustee, the
      Master Servicers, the Special Servicers, the Paying Agent or any Affiliate
      of a Master Servicer, a Special Servicer, the Paying Agent or the Trustee,
      acting in its commercial capacity) incorporated or organized under the
      laws of the United States of America or any State thereof and subject to
      supervision and examination by federal or state banking authorities, so
      long as the commercial paper or other short-term debt obligations of such
      depository institution or trust company are rated "Prime-1" by Moody's and
      "A-1" (without regard to any plus or minus) 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 to "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 a Certificate Account and which meets the minimum rating
      requirement for such entity described above (or for which Rating Agency
      Confirmation is obtained with respect to such ratings);

            (iv) debt obligations (other than stripped bonds or stripped
      coupons) bearing interest or sold at a discount issued by any corporation
      incorporated under the laws of the United States of America or any state
      thereof, which securities are rated in one of the two highest rating
      categories by Moody's and at least "AA" by S&P, unless otherwise specified
      in writing by the Rating Agency; provided that securities issued by any
      particular corporation will not be Eligible Investments to the extent that
      investment therein will cause the then-outstanding principal amount of
      securities issued by such corporation and held in a Certificate Account to
      exceed 5% of the sum of the aggregate Certificate Principal Balance of the
      Principal Balance Certificates and the aggregate principal amount of all
      Eligible Investments in 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" (without regard to any plus or minus)
      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 and "AAAm" by S&P
      (or if not rated by any such Rating Agency, then such Rating Agency has
      issued a Rating Agency Confirmation);

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

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

            (ix) such other investments bearing interest or sold at a discount,
      earning a return "in the nature of interest" within the meaning of
      Treasury Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an Opinion
      of Counsel delivered to the Trustee and the Paying Agent by the applicable
      Master Servicer or Special Servicer at the applicable Master Servicer's or
      Special 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 Servicers but not yet deposited in the Certificate
Accounts) may be invested in investments treated as equity interests for Federal
income tax purposes. No Eligible Investments shall be purchased at a price in
excess of par. For the purpose of this definition, units of investment funds
(including money market funds) shall be deemed to mature daily.

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

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

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

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

            "Escrow Amount" means any amount payable with respect to a 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" means the Euroclear system.

            "Event of Default" has the meaning set forth in Section 8.28(b).

            "Excess Interest" means, with respect to an ARD Loan if such 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, in accordance with the
provisions of Section 5.3. The Excess Interest Sub-account shall not be an asset
of any REMIC Pool formed hereunder.

            "Excess Liquidation Proceeds" means, with respect to any Mortgage
Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would have been received if a Principal
Prepayment in full had been made with respect to such Mortgage Loan on the date
such proceeds were received plus accrued and unpaid interest with respect to
such Mortgage Loan and all expenses (including Additional Trust Expenses and
Unliquidated Advances) with respect to such Mortgage Loan.

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

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

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

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

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

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

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

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

            "Final Rated Distribution Date" means, with respect to each rated
Class of Certificates, the Distribution Date in September 2042.

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

            "Final Scheduled Distribution Date" means, for each Class of rated
Certificates, the Distribution Date on which such Class would be paid in full if
payments were made on the Mortgage Loans in accordance with their terms, except
that the ARD Loan is assumed to be repaid on its Anticipated Repayment Date.

            "Fitch" means Fitch Ratings, Inc. or its successor in interest.

            "Fixed Interest Distribution" means with respect to the Class
A-3-1FL Regular Interest, the payments of interest required to be made in
respect of each Distribution Date, commencing in November 2005, by the Trustee
to the Swap Counterparty pursuant to the Swap Contract at a rate equal to the
Pass-Through Rate of the Class A-3-1FL Regular Interest on the Floating Rate
Certificate Notional Amount subject to reduction in accordance with the Swap
Contract.

            "Floating Rate Account" means the Eligible Account or Accounts
established and maintained by the Paying Agent on behalf of the Trustee with
respect to the Class A-3-1FL Certificates, which shall be entitled "Wells Fargo
Bank, N.A., as Trustee, in trust for Holders of Morgan Stanley Capital I Trust
2005-IQ10, Floating Rate Account, Class A-3-1FL" and "GMAC Commercial Mortgage
Corporation, as General Master Servicer for Wells Fargo Bank, N.A., as Trustee
for the Holders of Morgan Stanley Capital I Trust 2005-IQ10, Floating Rate
Account, Class A-3-1FL"; provided, that the Floating Rate Account may be a
subaccount of the Distribution Account or the Certificate Account. The Floating
Rate Account shall be an asset of the Class A-3-1FL Grantor Trust.

            "Floating Rate Certificate Notional Amount" means a notional amount
equal to the Certificate Balance of the Class A-3-1FL Regular Interest.

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

            "General Master Servicer" means GMAC Commercial Mortgage Corporation
and its permitted successors or assigns.

            "General Master Servicer's Contact Numbers" means (a) (215) 328-3478
with respect to facsimile transmissions and (b) (215) 328-1258 with respect to
telephone calls, or in each case, at such other telephone number provided by the
General Master Servicer.

            "General Special Servicer" means J.E. Robert Company, Inc., or any
successor General Special Servicer as herein provided, including without
limitation any successor General Special Servicer appointed pursuant to Section
9.39.

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

            "Grantor Trust Provisions" shall mean those provisions of the Code
relating to grantor trusts, which appear in subpart E, Part I of subchapter J,
and related provisions, and proposed, temporary and final Treasury regulations,
including Treasury Regulations Section 301.7701-4(c)(2), and any published
rulings, notice and announcements promulgated thereunder, as the foregoing may
be in effect from time to time.

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

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

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

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

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

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

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

            "Inspection Report" means a report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
Inspection Form" available as of January 31, 2006 on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Property Inspection Form" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.

            "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.

            "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
(or used to restore the related Mortgaged Property) pursuant to law, the related
Mortgage Loan or the Servicing Standard).

            "Insured Environmental Event" has the meaning set forth in Section
9.1(f).

            "Interest" means a REMIC I Regular Interest, a REMIC II Regular
Interest or the Class A-3-1FL Regular Interest, as applicable.

            "Interest Accrual Period" means, with respect to each Distribution
Date, (i) for each Class of REMIC Regular Certificates (other than the Class
A-3-1FL Certificates), the Class A-3-1FL Regular Interest and, if the Swap
Contract or any replacement swap contract is no longer in effect or if a Swap
Default has occurred and is continuing, with respect to the Class A-3-1FL
Certificates, the calendar month immediately preceding the month in which such
Distribution Date occurs or (ii) for the Class A-3-1FL Certificates, for so long
as the Swap Contract or any replacement swap contract is in effect and no Swap
Default has occurred and is continuing, the period from (and including) the
prior Distribution Date (or the Closing Date, in the case of the first such
period) and ending on (and including) the day before the current Distribution
Date.

            "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 30-day
months.

            "Interest Reset Date" means the day that is two Banking Days prior
to the start of the related Interest Accrual Period.

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

            "Investor-Based Exemption" means any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent "qualified
professional asset managers"), PTCE 90-1 (for transactions by insurance company
pooled separate accounts), PTCE 91-38 (for transactions by bank collective
investment funds), PTCE 95-60 (for transactions by insurance company general
accounts) or PTCE 96-23 (for transactions effected by "in-house asset
managers"), or any comparable exemption available under Similar Laws.

            "ISDA" means the International Swap Dealers Association.

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

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

            "IXIS Sub-Servicer" means L.J. Melody & Company of Texas, LP, and
Holiday Fenoglio Fowler, L.P., each in its capacity as sub-servicer of the IXIS
Loans pursuant to each IXIS Sub-Servicing Agreement.

            "IXIS Sub-Servicing Agreement" means each agreement between L.J.
Melody & Company of Texas, LP, and Holiday Fenoglio Fowler, L.P., respectively,
and the Master Servicer, each dated as of October 1, 2005, under which such IXIS
Sub-Servicers service the IXIS Mortgage Loans set forth on the schedule attached
thereto.

            "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.

            "L-3 Communications Mortgage Loan" means the Mortgage Loans
designated on the Mortgage Loan Schedule as Mortgage Loan No. 3.

            "L-3 Communications Notional Amount" means, as of any Due Date in
respect of the L-3 Communications Mortgage Loan, the Principal Balance of the
L-3 Communications Mortgage Loan.

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

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

            "LIBOR" means with respect to each Interest Accrual Period, the per
annum rate for deposits in U.S. dollars for a period of one month, which appears
on the Telerate page 3750 as the "London Interbank Offering Rate" as of 11:00
a.m., London time, on the Interest Reset Date. If such rate does not appear on
said Telerate page 3750, LIBOR shall be the arithmetic mean of the offered
quotations obtained by the Swap Counterparty from the principal London office of
four major banks in the London interbank market selected by the Swap
Counterparty in its sole discretion (each, a "Reference Bank") for rates at
which deposits in U.S. dollars are offered to prime banks in the London
interbank market for a period of one month in an amount that is representative
for a single transaction in the relevant market at the relevant time as of
approximately 11:00 a.m., London time, on the Interest Reset Date. If fewer than
two Reference Banks provide the Swap Counterparty with such quotations, LIBOR
shall be the rate per annum which the Swap Counterparty determines to be the
arithmetic mean of the rates quoted by major banks in New York City, New York
selected by the Swap Counterparty at approximately 11:00 a.m. New York City time
on the first day of the Interest Accrual Period for loans in U.S. dollars to
leading European banks for a period of one month in an amount that is
representative for a single transaction in the relevant market at the relevant
time. LIBOR for the initial Interest Accrual Period is 4.00588%.

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

            "Liquidation Fee" means a fee equal to the product of (x) 1.00% and
(y) the Liquidation Proceeds received in connection with full or partial
liquidation of a Specially Serviced Mortgage Loan or related REO Property and
any Condemnation Proceeds or Insurance Proceeds received by the Trust; provided,
however, that (A) in the case of a final disposition consisting of the
repurchase of a Mortgage Loan or REO Property by a Seller pursuant to Section
2.3, such fee will only be paid by such Seller and due to a Special Servicer if
repurchased after the date that is 180 days or more after the applicable Seller
receives notice of the breach or defect causing the repurchase and (B) in the
case of a repurchase of a Mortgage Loan by a related B note holder or mezzanine
lender, such fee will only be due to a Special Servicer if repurchased 60 days
after a Master Servicer, Special Servicer or Trustee receives notice of the
default causing the repurchase.

            "Liquidation Proceeds" means (i) with respect to the sale or
liquidation of a Mortgage Loan or related REO Property (other than pursuant to
Section 2.3), the proceeds of such sale or liquidation net of Liquidation
Expenses (to the extent not otherwise paid pursuant to Section 4.6(c)) and (ii)
with respect to the repurchase of a Mortgage Loan or an REO Mortgage Loan
pursuant to Section 2.3, the Purchase Price of such Mortgage Loan or REO
Mortgage Loan (or such allocable portion) at the time of such repurchase.

            "Liquidation Realized Loss" means, with respect to each Mortgage
Loan or REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Principal Balance of the Mortgage Loan (or deemed Principal Balance, in
the case of an REO Mortgage Loan) as of the date of the Cash Liquidation or REO
Disposition (adjusted in accordance with Section 6.6(c)(i)), plus (B) unpaid
interest and interest accrued thereon at the applicable Mortgage Rate (including
interest accrued and unpaid on the portion of the Principal Balance added in
accordance with Section 6.6(c)(i), which interest shall accrue from the date of
the reduction in the Principal Balance resulting from the allocation of a
Realized Loss incurred pursuant to Section 6.6(b)(i)), plus (C) any expenses
(including Additional Trust Expenses) incurred in connection with such Mortgage
Loan that are payable or reimbursable to any Person, other than amounts
previously treated as Expense Losses or included in the definition of
Liquidation Expenses minus the sum of (i) REO Income allocated as recoveries of
principal or interest on the related Mortgage Loan, and (ii) with respect to any
Mortgage Loan, Liquidation Proceeds, Late Collections and all other amounts
received from the related Mortgagor and received during the Collection Period in
which such Cash Liquidation or REO Disposition occurred. REO Income and
Liquidation Proceeds shall be applied in accordance with Section 1.2(b) hereof.

            "Loan Group" means either Loan Group 1 or Loan Group 2, as the case
may be.

            "Loan Group 1" means all of the Mortgage Loans that are Loan Group 1
Mortgage Loans and any successor REO Mortgage Loans with respect thereto.

            "Loan Group 1 Mortgage Loan" means any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 1.

            "Loan Group 1 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Mortgage Loans included in Loan Group 1.

            "Loan Group Principal Distribution Amount" means the Loan Group 1
Principal Distribution Amount or the Loan Group 2 Principal Distribution Amount,
as applicable.

            "Loan Group 2" means all of the Mortgage Loans that are Loan Group 2
Mortgage Loans and any successor REO Mortgage Loans with respect thereto.

            "Loan Group 2 Mortgage Loan" means any Mortgage Loan identified on
the Mortgage Loan Schedule as belonging to Loan Group 2.

            "Loan Group 2 Principal Distribution Amount" means, for any
Distribution Date, that portion, if any, of the Principal Distribution Amount
attributable to Mortgage Loans included in Loan Group 2.

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

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

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

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

            "MAI" means Member of the Appraisal Institute.

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

            "Master Servicer Consent Matter" has the meaning set forth in
Section 8.3(a).

            "Master Servicer Remittance Date" means, for each Distribution Date,
the Business Day immediately preceding such Distribution Date.

            "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan, an amount equal to the Master Servicing Fee Rate applicable to
such month (determined in the same manner (other than the rate of accrual) as
the applicable Mortgage Rate is determined for such Mortgage Loan for such
month) multiplied by the Scheduled Principal Balance of such Mortgage Loan
immediately before the Due Date occurring in such month, subject to reduction in
respect of Compensating Interest, as set forth in Section 8.10(c). For the
avoidance of doubt, Master Servicing Fees are in addition to Primary Servicing
Fees.

            "Master Servicing Fee Rate" means, with respect to each Mortgage
Loan, the rate per annum specified as such on the Mortgage Loan Schedule.

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

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

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

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

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

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

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

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

            "Monthly Certificateholders Report" means a report provided pursuant
to Section 5.4 by the Paying Agent monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums (including Prepayment Premiums distributed in respect of
the Class A-3-1FL Regular Interest and paid to the Swap Counterparty) or Yield
Maintenance Charges; (iii) the number of outstanding Mortgage Loans and the
aggregate Principal Balance and Scheduled Principal Balance of the Mortgage
Loans at the close of business on such Determination Date; (iv) the number and
aggregate Scheduled Principal Balance of Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) as to which
foreclosure proceedings have been commenced, or (E) as to which bankruptcy
proceedings have been commenced; (v) with respect to any REO Property included
in the Trust, the Principal Balance of the related Mortgage Loan as of the date
of acquisition of the REO Property and the Scheduled Principal Balance thereof;
(vi) as of the related Determination Date (A) as to any REO Property sold during
the related Collection Period, the date of the related determination by the
applicable Special Servicer that it has recovered all payments which it expects
to be finally recoverable and the amount of the proceeds of such sale deposited
into the Certificate Account, and (B) the aggregate amount of other revenues
collected by the Special Servicer with respect to each REO Property during the
related Collection Period and credited to the Certificate Account, in each case
identifying such REO Property by the loan number of the related Mortgage Loan;
(vii) the Aggregate Certificate Balance or Notional Amount, as the case may be,
of each Class of Certificates before and after giving effect to the distribution
made on such Distribution Date; (viii) the aggregate amount of Principal
Prepayments made during the related Collection Period; (ix) the Pass-Through
Rate applicable to each Class of Certificates for such Distribution Date; (x)
the aggregate amount of the Master Servicing Fee, the Primary Servicing Fee, the
Special Servicing Fee and the Excess Servicing Fees; (xi) the amount of Unpaid
Interest, Realized Losses or Expense Losses, if any, incurred with respect to
the Mortgage Loans, including a breakout by type of such Realized Losses or
Expense Losses; (xii) the aggregate amount of Servicing Advances and P&I
Advances outstanding separately stated that have been made by the applicable
Master Servicer, the applicable Special Servicer and the Trustee; (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; (xiv) the amounts received in respect of the Swap Contract or
the amounts paid in respect of the Swap Contract and, if any of such amounts are
less than the full amount required to be paid under the Swap Contract, the
amount of the shortfall; (xv) the identification of any Rating Agency Trigger
Event or Swap Default as of the close of business on the last day of the
immediately preceding calendar month with respect to the Swap Contract
(including, if applicable, the notice required by Section 6.12); (xvi) the
amount of any (x) payment by the Swap Counterparty as a termination payment, (y)
payment to any successor interest rate swap counterparty to acquire a
replacement interest rate swap agreement, and (z) collateral posted in
connection with any Rating Agency Trigger Event; and (xvii) the amount of and
identification of any payments on the Class A-3-1FL Certificates in addition to
the amount of principal and interest due thereon, such as any payment received
in connection with the Swap Contract or any payment of a Prepayment Premium
after the termination of the Swap Contract that is required to be distributed on
the Class A-3-1FL Certificates pursuant to the terms of this Agreement. In the
case of information furnished pursuant to subclauses (i), (ii) and (vii) 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 Wells Fargo Bank, N.A.,
      as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2005-IQ10, without recourse,
      representation or warranty" or if the original Mortgage Note is not
      included therein, then a lost note affidavit and indemnity with a copy of
      the Mortgage Note attached thereto;

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

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

            (iv) an original Assignment of Mortgage for each Mortgage Loan, in
      form and substance acceptable for recording, signed by the holder of
      record in blank or in favor of "Wells Fargo Bank, N.A., as Trustee for
      Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
      Certificates, Series 2005-IQ10;

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

            (vi) if the related Assignment of Leases is separate from the
      Mortgage, the original of such Assignment of Leases with evidence of
      recording thereon or certified by a title insurance company or escrow
      company to be a true copy thereof; provided that or, if such Assignment of
      Leases has not been returned on or prior to the 90th day following the
      Closing Date because of a delay caused by the applicable public recording
      office where such Assignment of Leases has been delivered for recordation
      or because such original Assignment of Leases has been lost, the Seller
      shall deliver or cause to be delivered to the Trustee a true and correct
      copy of such Assignment of Leases submitted for recording, together with,
      (A) 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
      Assignment of Leases has been sent to the appropriate public recording
      official for recordation or (B) in the case of an original Assignment of
      Leases that has been lost after recordation, a certification by the
      appropriate county recording office where such Assignment of Leases is
      recorded that such copy is a true and complete copy of the original
      recorded Assignment of Leases, in each case together with an original
      assignment of such Assignment of Leases, in recordable form, signed by the
      holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for
      Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
      Certificates, Series 2005-IQ10," which assignment may be effected in the
      related Assignment of Mortgage;

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

            (viii) the original Title Insurance Policy, or in the event such
      original Title Insurance Policy has not been issued, a binder, actual
      "marked-up" title commitment, pro forma policy, or an agreement to provide
      any of the foregoing pursuant to binding escrow instructions executed by
      the title company or its authorized agent with one of the foregoing
      attached thereto and, in each case, with the original Title Insurance
      Policy to follow within 180 days of the Closing Date, or a copy of any of
      the foregoing 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 the original Title Insurance Policy to
      follow within 180 days of the Closing Date;

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

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

            (xi) copies of any loan agreements, lock-box agreements and
      intercreditor agreements, if any, related to any Mortgage Loan;

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

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

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

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

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

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

            "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed, transferred, sold, assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3, and Mortgage
Loan shall also include any Defeasance Loan, any REO Mortgage Loan, unless the
context requires otherwise.

            "Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase
Agreement III, Mortgage Loan Purchase Agreement IV, Mortgage Loan Purchase
Agreement V and Mortgage Loan Purchase Agreement VI, as the case may be.

            "Mortgage Loan Purchase Agreement I" means that certain Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of October 1,
2005 with respect to the MSMC Loans, a form of which is attached hereto as
Exhibit K-1.

            "Mortgage Loan Purchase Agreement II" means that certain Mortgage
Loan Purchase Agreement between IXIS and the Depositor dated as of October 1,
2005 with respect to the IXIS Loans, a form of which is attached hereto as
Exhibit K-2.

             "Mortgage Loan Purchase Agreement III" means that certain Mortgage
Loan Purchase Agreement between MM and the Depositor dated as of October 1, 2005
with respect to the MM Loans, a form of which is attached hereto as Exhibit K-3.

            "Mortgage Loan Purchase Agreement IV" means that certain Mortgage
Loan Purchase Agreement between NCB, FSB and the Depositor dated as of October
1, 2005 with respect to the NCB, FSB Loans, a form of which is attached hereto
as Exhibit K-4.

            "Mortgage Loan Purchase Agreement V" means that certain Mortgage
Loan Purchase Agreement between UCMFI and the Depositor dated as of October 1,
2005 with respect to the UCMFI Loans, a form of which is attached hereto as
Exhibit K-5.

            "Mortgage Loan Purchase Agreement VI" means that certain Mortgage
Loan Purchase Agreement between SunTrust and the Depositor dated as of October
1, 2005 with respect to the SunTrust Loans, a form of which is attached hereto
as Exhibit K-6.

             "Mortgage Loan Schedule" or "Loan Schedule" means collectively the
schedule attached hereto as Schedule I, which identifies each MSMC Loan, the
schedule attached hereto as Schedule II, which identifies each IXIS Loan, the
schedule attached hereto as Schedule III, which identifies each MM Loan, the
schedule attached hereto as Schedule IV, which identifies each NCB, FSB Loan,
the schedule attached hereto as Schedule V, which identifies each UCMFI Loan and
the schedule attached hereto as Schedule VI, which identifies each SunTrust
Loan, as such schedules may be amended from time to time pursuant to Section
2.3.

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

            "Mortgage Pool" means all of the Mortgage Loans and any successor
REO Mortgage Loans, collectively.

            "Mortgage Rate" means, for a given Mortgage Loan, the per annum rate
at which interest accrues on such Mortgage Loan.

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

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

            "Mortgagor" means the obligor on a Mortgage Note.

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

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

            "NCB, FSB Subordinate Debt Conditions" means, with respect to a
Mortgagor encumbering a Mortgaged Property relating to a Co-op Mortgage Loan
with a subordinate mortgage, the following conditions: (i) each of the loans, or
the sole loan, to be secured by each such subordinate mortgage is made by NCB,
FSB or any Affiliate thereof (ii) each such subordinate mortgage is expressly
subject and subordinate to the lien of the Mortgage encumbering the Mortgaged
Property in question, (iii) each such subordinate mortgage is expressly made in
compliance with the underwriting standards which NCB, FSB customarily employs in
connection with making subordinate mortgages for its own mortgage loan
portfolio, (iv) as of the date of the closing of the subordinate mortgage loan
in question, the New Loan-to-Value Ratio (as defined below) does not exceed 40%,
(v) NCB, FSB or any Affiliate thereof that originates the subordinate mortgage
loan, executes and delivers to the Trustee for inclusion in the Mortgage File a
subordination agreement with respect to such subordinate mortgage in
substantially the form of Exhibit T hereto (provided that the Trustee shall have
no responsibility for determining the sufficiency or validity thereof), (vi) if
the subordinate mortgage loan will not be a fully amortizing loan, the stated
maturity date of the subordinate mortgage loan shall be no earlier than the
maturity date of the related Co-op Mortgage Loan, (vii) the subordinate mortgage
loan shall have interest payable on a current basis, with no deferral, (viii)
the subordinate mortgage loan is made principally for the purpose of funding
capital expenditures, major repairs or reserves at or with respect to the
Mortgaged Property in question and (ix) the aggregate amount of subordinate debt
encumbering the Mortgaged Property in question does not exceed $7,500,000. For
purposes of this definition, and notwithstanding anything herein to the
contrary: "Mortgage Debt" shall mean the sum of (x) the aggregate outstanding
principal balance of all loans secured by one or more mortgages then encumbering
the Mortgaged Property in question (including the related Co-op Mortgage Loan
and any then existing subordinate mortgage loans) and (y) the principal amount
of the proposed new subordinate mortgage loan; "New Loan-to-Value Ratio" shall
mean, as of any date for any Co-op Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Mortgage Debt for the related
Mortgaged Property on such date, and the denominator of which is the Appraised
Value of the related Mortgaged Property; and "Appraised Value" shall be based on
an MAI appraisal of the applicable Mortgaged Property made, in conformance with
NCB, FSB's customary underwriting requirements, not more than one year prior to
the origination date of the related Co-op Mortgage Loan and reviewed by the NCB
Master Servicer.

            "NCB Master Servicer" means NCB, FSB and its permitted successors or
assigns.

            "NCB Master Servicer's Website" has the meaning set forth in Section
8.14 hereof.

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

            "NCB, FSB" has the meaning assigned in the Preliminary Statement
hereto.

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

            "Net Aggregate Prepayment Interest Shortfall" means, for any
Distribution Date and each Master Servicer, the excess of all Prepayment
Interest Shortfalls incurred in respect of all (or, where specified, a portion)
of the Mortgage Loans serviced by such Master Servicer (including Specially
Serviced Mortgage Loans) during any Collection Period over the sum of (A) the
Compensating Interest to be paid by such Master Servicer (or any Primary
Servicer or Sub-Servicer, if applicable according to the related Primary
Servicing Agreement or Sub-Servicing Agreement) on such Distribution Date and
(B) the aggregate Prepayment Interest Excesses during such Collection Period for
such Master Servicer's Mortgage Loans (including Specially Serviced Mortgage
Loans). Prepayment Interest Shortfalls and Prepayment Interest Excesses will be
separately accounted for by each of the Master Servicers.

            "Net Swap Payment" shall have the meaning specified in Section
8.30(g).

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

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

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

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

            "Non-Investment Grade Certificates" means each Class of Certificates
other than a Residual Certificate, Class EI-L3 Certificate or a Class EI
Certificate that, at the time of determination, is not rated in one of the four
highest generic rating categories by at least one of Fitch, S&P or Moody's.

            "Non-Registered Certificate" means unless and until registered under
the Securities Act, any Class X-1, Class X-Y, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class EI,
Class EI-L3 or Residual Certificate.

            "Nondisqualification Opinion" means a written Opinion of Counsel to
the effect that a contemplated action (i) 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,
(ii) will not cause the Class EI/Class EI-L3 Grantor Trust to fail to qualify as
a grantor trust and (iii) will not cause the Class A-3-1FL Grantor Trust to fail
to qualify as a grantor trust.

            "Noneconomic Residual Interest" means a residual interest that is a
"noneconomic residual interest" within the meaning of Treasury Regulations
Section 1.860E-1(c).

            "Nonrecoverable Advance" means the portion of any Advance (including
interest accrued thereon at the Advance Rate) or Unliquidated Advance (not
including interest thereon) previously made (or, in the case of an Unliquidated
Advance, not reimbursed to the Trust) or proposed to be made by a Master
Servicer, a Special Servicer or the Trustee that, in its respective sole
discretion, exercised in good faith and, with respect to such Master Servicer
and such Special Servicer, in accordance with the Servicing Standard, will not
be or, in the case of a current delinquency, would not be, ultimately
recoverable, from Insurance Proceeds, Condemnation Proceeds, Liquidation
Proceeds or Purchase Proceeds (or from any other collections) with respect to
the related Mortgage Loan or REO Property, as evidenced by an Officer's
Certificate delivered pursuant to Section 4.4. With respect to each Mortgage
Loan that is cross-collateralized by Mortgaged Properties securing other
Mortgage Loans, all of such Mortgaged Properties and other security must be
considered in connection with any determination of whether an Advance or
Unliquidated Advance is a Nonrecoverable Advance. Such Officer's Certificate
shall be delivered to the Trustee (upon which the Trustee may conclusively rely)
or to the Depositor (if the Trustee is delivering such Officer's Certificate)
and (in either case) to the applicable Special Servicer and the Paying Agent, in
the time periods as specified in Section 4.4 and shall include the information
and reports set forth in Section 4.4. Absent bad faith, the applicable Master
Servicer's determination as to the nonrecoverability of any Advance shall be
conclusive and binding on the Certificateholders and may, in all cases, be
relied on by the Trustee; provided, however, that the applicable 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. Any such determination shall be conclusive
and binding on the applicable Master Servicer and the Trustee; provided,
however, the applicable Special Servicer shall have no such right to make an
affirmative determination that any P&I Advance is or would be recoverable and,
in the absence of a determination by the applicable Special Servicer that such
Advance is or would be a Nonrecoverable Advance, the decision that a P&I Advance
is recoverable shall remain with the applicable Master Servicer or Trustee, as
applicable. Absent bad faith, such determination by the applicable Special
Servicer shall be conclusive and binding on the Certificateholders, the Master
Servicers and the Trustee. None of the Master Servicers, the Special Servicers
or the Trustee will be obligated to make any Advance that, in its judgment in
accordance with the Servicing Standard, would not ultimately be recoverable out
of collections on the related Mortgage Loan. 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 applicable Master Servicer or the
applicable 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 applicable
Master Servicer or the applicable Special Servicer (among other things), future
expenses, (iv) to estimate and consider, consistent with the Servicing Standard
in the case of the applicable Master Servicer or the applicable Special Servicer
(among other things), the timing of recovery to such party and (v) to consider
the amount of any deferred Advances outstanding. In addition, the relevant party
may, consistent with the Servicing Standard in the case of the applicable Master
Servicer or the applicable 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 applicable
Master Servicer or the applicable Special Servicer, obtain from the applicable
Special Servicer any analysis, appraisals or other information in the possession
of such Special Servicer for such purposes.

            "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-Y Certificates as a Class, the Class
X-Y Notional Amount as of such date of determination; (iv) with respect to any
Class X-Y Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-Y Notional Amount; (v) with respect to all of the
Class X-2 Certificates as a Class, the Class X-2 Notional Amount as of such date
of determination; (vi) 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 of such date of determination; (vii) with respect to any Group X-Y REMIC
I Regular Interest, the Principal Balance of the related Specially Designated
Co-op Mortgage Loan (or any successor REO Mortgage Loan), reduced by any
Advances of principal made with respect to such Specially Designated Co-op
Mortgage Loan and losses thereon previously allocated to Certificateholders; and
(viii) with respect to the REMIC II Regular Interest X-Y, the Class X-Y Notional
Amount, which is equal to the aggregate of the Notional Amounts with respect to
all Group X-Y REMIC I Regular Interests.

            "Officer's Certificate" means (v) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (w) in
the case of the applicable Master Servicer(s) and the applicable Special
Servicer(s), 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, a certificate signed by a Responsible
Officer, (y) in the case of a Seller, a certificate signed by one or more of the
Chairman of the Board, any Vice Chairman, any Managing Director or Director, the
President, or any Executive Vice President; Senior Vice President, Second Vice
President, Vice President or Assistant Vice President, any Treasurer, any
Assistant Treasurer or any Secretary or Assistant Secretary or any other
authorized signatory and (z) in the case of the Paying Agent, a certificate
signed by a Responsible Officer, each with specific responsibilities for the
matters contemplated by this Agreement.

            "Operating Adviser" shall have the meaning specified in Section
9.37(a).

            "Opinion of Counsel" means a written opinion of counsel addressed to
the applicable Master Servicer (and/or any Primary Servicer acting on behalf of
such Master Servicer), the applicable Special Servicer, or the Trustee and the
Paying Agent, as applicable, reasonably acceptable in form and substance to such
Master Servicer (and/or any Primary Servicer acting on behalf of such Master
Servicer), such Special Servicer, or the Trustee and the Paying Agent, as
applicable, and who is not in-house counsel to the party required to deliver
such opinion but who, in the good faith judgment of such Master Servicer (and/or
any Primary Servicer acting on behalf of such Master Servicer), the applicable
Special Servicer, or the Trustee and the Paying Agent, as applicable, is
Independent outside counsel knowledgeable of the issues occurring in the
practice of securitization with respect to any such opinion of counsel
concerning the taxation, or status as a REMIC for tax purposes, of any REMIC
Pool or status as a "grantor trust" under the Grantor Trust Provisions of the
Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust.

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

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

            "Option Purchase Price" shall have the meaning specified in Section
9.36(b).

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

            "OTS" shall mean the Office of Thrift Supervision or any successor
thereto.

            "P&I Advance" shall mean, (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled
Payment (net of the related Master Servicing Fees, Excess Servicing Fees,
Primary Servicing Fees and other servicing fees payable from such Scheduled
Payment), other than a Balloon Payment or any default interest, due during the
related Collection Period was not received by the applicable Master Servicer as
of the related Determination Date (subject to Section 5.1(h)), the portion of
such Scheduled Payment not received; (ii) with respect to any Balloon Mortgage
Loan (including any REO Mortgage Loan which provided for a Balloon Payment) as
to which a Balloon Payment was due or deemed due during or prior to the related
Collection Period but was delinquent, in whole or in part, as of the related
Determination Date, an amount equal to the excess, if any, of the Assumed
Scheduled Payment (net of the related Master Servicing Fee, Excess Servicing
Fees, Primary Servicing Fees and other master or primary servicing fees payable
from such Assumed Scheduled Payment) for such Balloon Mortgage Loan for the
related Collection Period, over any Late Collections received in respect of such
Balloon Payment during such Collection Period; and (iii) with respect to each
REO Property, an amount equal to the excess, if any, of the Assumed Scheduled
Payment for the REO Mortgage Loan related to such REO Property during the
related Collection Period, over remittances of REO Income to the applicable
Master Servicer by the applicable Special Servicer, reduced by any amounts
required to be paid as taxes on such REO Income (including taxes imposed
pursuant to Section 860G(c) of the Code); provided, however, that the Scheduled
Payment or Assumed Scheduled Payment for any Mortgage Loan or REO Mortgage Loan
which has been modified shall be calculated based on its terms as modified and
provided, further, that the interest portion amount of any P&I Advance with
respect to a Mortgage Loan as to which there has been an Appraisal Reduction
shall be an amount equal to the product of (i) the amount with respect to
interest required to be advanced without giving effect to this proviso and (ii)
a fraction, the numerator of which is the Scheduled Principal Balance of such
Mortgage Loan as of the immediately preceding Determination Date less any
Appraisal Reduction applicable to such Mortgage Loan and the denominator of
which is the Scheduled Principal Balance of such Mortgage Loan as of such
Determination Date.

            "P&I Advance Amount" means the amount of the P&I Advance computed
for any Distribution Date.

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

            "Pass-Through Rate" or "Pass-Through Rates" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III
Regular Interests or Class A-3-1FL Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, the Pass-Through Rates for (i)(A) the
Group PB REMIC I Regular Interests shall equal their respective REMIC I Net
Mortgage Rates and (B) the Group X-Y REMIC I Regular Interests, their respective
Class X-Y Strip Rates on the related Mortgage Loan for such Distribution Date,
(ii)(A) the REMIC II Regular Interests (other than REMIC II Regular Interest
X-Y) shall equal the Weighted Average REMIC I Net Mortgage Rate and (B) the
REMIC II Regular Interest X-Y shall equal the Weighted Average Class X-Y Strip
Rate for such Distribution Date, (iii) the Class A-1 and Class A-2 Certificates
shall equal the fixed rate corresponding to such Class set forth in the
Preliminary Statement hereto, (iv) the Class A-1A Certificates shall equal a per
annum rate equal to the lesser of 5.214% and the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (v) the Class A-3-1FL Certificates
shall equal the per annum rate equal to LIBOR plus 0.240%, provided, however,
that under the circumstances set forth in Section 6.12 regarding defaults or
terminations under the Swap Contract, the Pass-Through Rate of the Class A-3-1FL
Regular Interest shall be subject to reduction in accordance with the Swap
Contract and this Agreement, (vi) the Class A-3-1 Certificates shall equal a per
annum rate equal to the lesser of 5.251% and the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (vii) the Class A-3-2 Certificates
shall equal a per annum rate equal to the lesser of 5.253% and the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, (viii) the Class
A-AB Certificates shall equal a per annum rate equal to the lesser of 5.178% and
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (ix)
the Class A-4A Certificates shall equal a per annum rate equal to the lesser of
5.230% and the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (x) the Class A-4B Certificates shall equal a per annum rate equal to the
lesser of 5.284% and the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (xi) the Class A-J Certificates shall equal a per annum rate
equal to the Weighted Average REMIC I Net Mortgage Rate less 0.067% for such
Distribution Date, (xii) the Class B Certificates shall equal a per annum rate
equal to the Weighted Average REMIC I Net Mortgage Rate less 0.018% for such
Distribution Date, (xiii) the Class C, Class D, Class E, Class F, Class G and
Class H Certificates shall equal a per annum rate equal to the Weighted Average
REMIC I Net Mortgage Rate, (xiv) the Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates shall equal the lesser of (A) 4.944% and (B)
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (xv)
the Class X-1 Certificates shall equal the per annum rate equal to the weighted
average of Class X-1 Strip Rates for the Components for such Distribution Date
(weighted on the basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution Date), (xvi) the
Class X-2 Certificates shall equal the per annum rate equal to the weighted
average of the Class X-2 Strip Rates for the respective Class X-2 Components for
such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date), (xvii) the Class X-Y Certificates shall equal the Weighted
Average Class X-Y Strip Rate and (xviii) the Class A-3-1FL Regular Interest
shall equal a per annum rate equal to the lesser of 5.251% and the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date.

            "Paying Agent" means Wells Fargo Bank, N.A. and any successor or
assign, as provided herein.

            "Paying Agent's Website" has the meaning set forth in Section 5.4(a)
hereof.

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

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

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

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

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

            "Placement Agent" means Morgan Stanley & Co. Incorporated or its
successor in interest.

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

            "Planned Principal Balance" means for any Distribution Date, the
balance shown for such Distribution Date on Schedule XV.

            "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
of a Mortgage Loan (including any payment of an unscheduled Balloon Payment) is
made on or after the Due Date for such Mortgage Loan through and including the
last day of the Collection Period (or, with respect to those Mortgage Loans
listed on Schedule XIII, through and including the first Business Day prior to
the Master Servicer Remittance Date), the amount of interest that accrues on the
amount of such Principal Prepayment or Balloon Payment from such Due Date to the
date such payment was made, plus (if made) any payment by the related Mortgagor
of interest that would have accrued to the next succeeding Due Date (net of the
amount of any Master Servicing Fee, the Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee and the Trustee Fee in each case, to
the extent payable out of such collection of interest), 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 any payment of an unscheduled Balloon Payment) made during any
Collection Period prior to the Due Date for such Mortgage Loan in such
Collection Period (including any shortfall resulting from a payment during the
grace period relating to such Due Date). The amount of any Prepayment Interest
Shortfall shall equal the excess of (A) the aggregate amount of interest which
would have accrued at the REMIC I Net Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan for the 30 days ending on such Due Date if such
Principal Prepayment or Balloon Payment had not been made (net of the Master
Servicing Fee, the Primary Servicing Fees, the Excess Servicing Fees, the
Special Servicing Fee and the Trustee Fee), plus, with respect to each Specially
Designated Co-op Mortgage Loan, the related Class X-Y Strip Rate over (B) the
aggregate interest that did so accrue at the REMIC I Net Mortgage Rate plus,
with respect to each Specially Designated Co-op Mortgage Loan, the related Class
X-Y Strip Rate, through the date such payment was made.

            "Prepayment Premium" means, with respect to any Mortgage Loan for
any Distribution Date, the prepayment premiums or percentage premiums, if any,
received during a related Collection Period in connection with Principal
Prepayments on such Mortgage Loan.

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

            "Primary Servicers" means any of Union Central Mortgage Funding,
Inc., Babson Capital Management LLC, SunTrust Bank and each of their respective
permitted successors and assigns.

            "Primary Servicing Agreement" means, with respect to each Primary
Servicer, the agreement between such Primary Servicer and the General Master
Servicer, dated as of October 1, 2005, under which such Primary Servicer
services the Mortgage Loans set forth on the schedule attached thereto.

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

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

            "Principal Balance" means, with respect to any Mortgage Loan or any
REO Mortgage Loan, for purposes of performing calculations with respect to any
Distribution Date, the principal balance of such Mortgage Loan or the related
REO Mortgage Loan outstanding as of the Cut Off Date after taking into account
all principal and interest payments made or due prior to the Cut Off Date
(assuming, for any Mortgage Loan with a Cut Off Date in October 2005 that is not
October 1, 2005, that principal and interest payments for such month were paid
on October 1, 2005), reduced (to not less than zero) by (i) any payments or
other collections of amounts allocable to principal on such Mortgage Loan 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, in each case, during
any related and preceding Collection Period.

            "Principal Balance Certificates" means, collectively, the Class A-1,
Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1, Class A-3-2, Class A-AB,
Class A-4A, Class A-4B, Class A-J, 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 and Class
P 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 amounts
      received with respect to the Mortgage Loans: (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 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) 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 that were identified and applied by the Master Servicer as
      recoveries of principal thereof;

            (B) the aggregate amount of any collections received on or in
      respect of the Mortgage Loans that represents a delinquent amount as to
      which an Advance had been made, which Advance or interest thereon 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 (with respect to each such Mortgage Loan, allocated
      first to the Loan Group Principal Distribution Amount related to the Loan
      Group that does not include such Mortgage Loan, and then to the Loan Group
      Principal Distribution Amount related to the Loan Group that includes such
      Mortgage Loan); and

            (C) the aggregate amount of any collections identified and applied
      by the applicable 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 any interest thereon and for which a
      deduction was made under clause (II)(B) below with respect to a prior
      Distribution Date (with respect to each such Mortgage Loan, allocated
      first to the Loan Group Principal Distribution Amount related to the Loan
      Group that does not include such Mortgage Loan, and then to the Loan Group
      Principal Distribution Amount related to the Loan Group that includes such
      Mortgage Loan), and which are applied pursuant to Section 6.6(c)(i); over

            (II) the sum of (with respect to each such Mortgage Loan, allocated
first to the Loan Group Principal Distribution Amount applicable to such
Mortgage Loan, and then to the other Loan Group Principal Distribution Amount):

            (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 applicable Master
      Servicer, the applicable Special Servicer and the Trustee from principal
      collections on 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 applicable
      Special Servicer and the Trustee during the related Collection Period from
      principal collections on 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 which is received or recovered in
advance of its scheduled Due Date and applied to reduce the Principal Balance of
the Mortgage Loan 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 October 12, 2005, pursuant to which the Class X-1, Class X-Y,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P Certificates will be offered for sale.

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

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

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

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

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

            "Qualified Bidder" means 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).

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

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

            "Qualifying Substitute Mortgage Loan" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of the Principal Balance of the Deleted Mortgage
Loan; provided, however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,
then such differential in principal amount, together with interest thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to which
interest was last paid through the last day of the month in which such
substitution occurs, shall be paid by the party effecting such substitution to
the applicable Master Servicer for deposit into the applicable Certificate
Account, and shall be treated as a Principal Prepayment hereunder; (ii) is
accruing interest at a rate of interest at least equal to that of the Deleted
Mortgage Loan; (iii) has a remaining term to stated maturity not greater than,
and not more than two years less than, that of the Deleted Mortgage Loan; (iv)
has (A) an original Loan-to-Value Ratio not higher than the lesser of (x) the
current Loan-to-Value Ratio of the Deleted Mortgage Loan and (y) 75.0% and (B)
has a current Debt Service Coverage Ratio equal to the greater of (x) the
current Debt Service Coverage Ratio of the Deleted Mortgage Loan and (y) 1.25x;
(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 the
related Mortgage File and such Phase I Environmental Report does not, in the
good faith reasonable judgment of the applicable Special Servicer, exercised in
a manner 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,
exercised in a manner consistent with the Servicing Standard, raise material
issues that have not been adequately addressed; (viii) is secured by a
residential cooperative property if the Mortgage Loan substituted for a Deleted
Mortgage Loan is a Co-op Mortgage Loan; and (ix) as to which the Trustee and the
Paying Agent have received an Opinion of Counsel, at the related Seller's
expense, that such Mortgage Loan is a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage Loan
may have a Maturity Date after the date three years prior to the Final Rated
Distribution Date, and provided, further, that no such Mortgage Loan shall be
substituted for a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained, and provided, further, that no such Mortgage Loan shall be substituted
for a Deleted Mortgage Loan unless the Operating Adviser shall have approved of
such substitution (provided, however, that such approval of the Operating
Adviser may not be unreasonably withheld). In the event that either one mortgage
loan is substituted for more than one Deleted Mortgage Loan or more than one
mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A)
the Principal Balance referred to in clause (i) above shall be determined on the
basis of aggregate Principal Balances and (B) the rates referred to in clause
(i) above and the remaining term to stated maturity referred to in clause (ii)
above shall be determined on a weighted average basis; provided, however, that
no individual interest rate, minus the Administrative Cost Rate, shall be lower
than the highest Pass-Through Rate of any Class of Principal Balance
Certificates then outstanding having a fixed rate. Whenever a Qualifying
Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to
this Agreement, the party effecting such substitution shall certify that such
Mortgage Loan meets all of the requirements of this definition and shall send
such certification to the Paying Agent, which shall deliver a copy of such
certification to the Master Servicers, the Special Servicers, the Trustee and
the Operating Adviser promptly, and in any event within five Business Days
following the Paying Agent's receipt of such certification.

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

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

            "Rating Agency Trigger Event" means, with respect to the Swap
Contract, a reduction in the Swap Counterparty's Credit Support Provider's
short-term unsecured debt rating (or its equivalent) or long-term unsecured debt
rating (or its equivalent) below the ratings specified in the Swap Contract.

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

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

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

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

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

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

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

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

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

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

            "Rehabilitated Mortgage Loan" means any Specially Serviced Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments have been
made (in the case of any such Mortgage Loan 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) one of the following statements is true with respect to
any cost incurred as a result of the occurrence of the Servicing Transfer Event:
(a) the cost has been reimbursed to the Trust, (b) the Mortgagor's obligation to
pay the cost has been forgiven, (c) the Mortgagor has agreed in writing to
reimburse such costs or (d) the cost represents an amount that has been the
subject of an Advance made with respect to the Mortgage Loan following default,
the mortgage loan has been worked out under terms that do not provide for the
repayment of such Advance in full upon the execution of the workout arrangement
but the Mortgagor is nonetheless obligated under the terms of the workout
arrangement to reimburse such Advance in the future.

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

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

            "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest and Additional L-3 Interest
payable thereon), such amounts related thereto as shall from time to time be
held in the Certificate Accounts, the Interest Reserve Accounts, the Reserve
Account and the Distribution Account (other than the portion thereof
constituting the Floating Rate Account or Excess Interest Sub-account or funds
held with respect to REMIC II or REMIC III), the related Insurance Policies and
any related REO Properties, for which a REMIC election has been made pursuant to
Section 12.1(a) hereof.

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

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

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

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

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

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

            "REMIC II Regular Interest A-1-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-1-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

            "REMIC II Regular Interest A-1A-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

            "REMIC II Regular Interest A-1A-6" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-7" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-8" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-9" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

            "REMIC II Regular Interest A-3-1FL-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1FL-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1FL-3" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1FL-4" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1-3" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-1-4" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-2-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-2-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-AB-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of interest
having an initial Certificate Balance as set forth in the Preliminary Statement,
and which has a Pass-Through Rate equal to the Weighted Average REMIC I Net
Mortgage Rate.

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

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

            "REMIC II Regular Interest A-4A-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-4A-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, 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 as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

            "REMIC II Regular Interest B-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest B-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

            "REMIC II Regular Interest C-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

            "REMIC II Regular Interest E" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

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

            "REMIC II Regular Interest K" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest L" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest N" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest O" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, 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 initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

            "REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1-1, REMIC II Regular Interest A-1-2, REMIC II Regular
Interest A-1-3, REMIC II Regular Interest A-1A-1, REMIC II Regular Interest
A-1A-2, REMIC II Regular Interest A-1A-3, REMIC II Regular Interest A-1A-4,
REMIC II Regular Interest A-1A-5, REMIC II Regular Interest A-1A-6, REMIC II
Regular Interest A-1A-7, REMIC II Regular Interest A-1A-8, REMIC II Regular
Interest A-1A-9, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-3-1FL-1, REMIC II Regular Interest A-3-1FL-2, REMIC II Regular Interest
A-3-1FL-3, REMIC II Regular Interest A-3-1FL-4, REMIC II Regular Interest
A-3-1-1, REMIC II Regular Interest A-3-1-2, REMIC II Regular Interest A-3-1-3,
REMIC II Regular Interest A-3-1-4, REMIC II Regular Interest A-3-2-1, REMIC II
Regular Interest A-3-2-2, REMIC II Regular Interest A-AB-1, REMIC II Regular
Interest A-AB-2, REMIC II Regular Interest A-4A-1, REMIC II Regular Interest
A-4A-2, REMIC II Regular Interest A-4B, REMIC II Regular Interest A-J, REMIC II
Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest
B-3, REMIC II Regular Interest C-1, REMIC II Regular Interest C-2, REMIC II
Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest
E, REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II
Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N, REMIC II
Regular Interest O, REMIC II Regular Interest P and REMIC II Regular Interest
X-Y.

            "REMIC III" means the segregated pool of assets consisting of the
REMIC II Regular Interests and related amounts in the Distribution Account 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-1A Certificates, Class A-2 Certificates, Class A-3-1FL
Regular Interest, Class A-3-1 Certificates, Class A-3-2 Certificates, Class A-AB
Certificates, Class A-4A Certificates, Class A-4B Certificates, Class A-J
Certificates, Class X-1 Certificates, Class X-2 Certificates, Class X-Y
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L Certificates,
Class M Certificates, Class N Certificates, Class O Certificates and Class P
Certificates.

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

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

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

            "Rent Loss Policy" means a policy of insurance generally insuring
against loss of income or rent resulting from hazards or acts of God.

            "Rents from Real Property" means, with respect to any REO Property,
income of the character described in Section 856(d) of the Code.

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

            "REO Disposition" means the receipt by the 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, except as set
forth below, 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.

            "REO Mortgage Loan" means a Mortgage Loan, as to which the related
Mortgaged Property is an REO Property.

            "REO Property" means a Mortgaged Property (or the Trust's interest
therein, if the Mortgaged Property securing a Loan Group 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 close of business on the third Business Day
before the related Distribution Date.

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

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

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

            "Reserve Account" shall mean the Reserve Account maintained by the
Paying Agent in accordance with the provisions of Section 5.3, which shall be an
Eligible Account, which may be a sub-account of the Distribution Account.

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

            "Responsible Officer" means, when used with respect to the initial
Trustee, any officer assigned to the Global Securitization Trust Services Group,
or with respect to the Paying Agent, any officer assigned to the Corporate Trust
Services Group, each with specific responsibilities for the matters contemplated
by this Agreement and when used with respect to any successor Trustee or Paying
Agent, any Vice President, Assistant Vice President, corporate trust officer or
any assistant corporate trust officer or Persons performing similar roles on
behalf of the Trustee or Paying Agent.

            "Restricted Servicer Reports" means, collectively, to the extent not
filed with the Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA Financial
File and the CMSA Comparative Financial Status Report.

            "Reverse Sequential Order" means sequentially to the 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, Class A-J and finally to the Class X-1, Class X-2,
Class X-Y, Class A-1, Class A-1A, Class A-2, Class A-3-1, Class A-3-2, Class
A-AB, Class A-4A and Class A-4B Certificates and either the Class A-3-1FL
Regular Interest or Class A-3-1FL Certificates, as applicable, 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 required to be paid on its Due Date by the
Mortgagor in accordance with the terms of the related Mortgage 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).

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

            "Seller" means MSMC, IXIS, MM, NCB, FSB, UCMFI or SunTrust, as the
case may be.

            "Servicer Errors and Omissions Insurance Policy" or "Errors and
Omissions Insurance Policy" means an errors and omissions insurance policy
maintained by each Master Servicer, each Special Servicer, the Trustee or the
Paying Agent, as the case may be, in accordance with Section 8.2, Section 9.2
and Section 7.17, respectively.

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

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

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

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

            "Servicing Standard" means the standard by which the Master
Servicers and Special Servicers will service and administer the Mortgage Loans
and/or REO Properties that it is obligated to service and administer pursuant to
this Agreement in the best interests and for the benefit of the
Certificateholders (as determined by the applicable Master Servicer or the
applicable Special Servicer, as applicable, in its good faith and reasonable
judgment), to perform such servicing and administration in accordance with
applicable law, the terms of this Agreement, and the terms of the respective
subject Mortgage Loans and, to the extent consistent with the foregoing, further
as follows:

            (i) with the same skill, care and diligence as is normal and usual
      in its mortgage servicing activities on behalf of third parties or on
      behalf of itself, whichever is higher, and in the case of a Special
      Servicer, its REO Property management activities on behalf of third
      parties or on behalf of itself, whichever is higher, with respect to
      mortgage loans that are comparable to the Mortgage Loans; and

            (ii) with a view to the timely collection of all scheduled payments
      of principal and interest under the Mortgage Loans and, in the case of a
      Special Servicer, if a serviced Mortgage Loan comes into and continues in
      default, and if, in the judgment of such Special Servicer, no satisfactory
      arrangements can be made for the collection of the delinquent payments,
      the maximization of the recovery on that Mortgage Loan to the
      Certificateholders (as a collective whole), on a net present value basis;

but without regard to: (I) any relationship that a Master Servicer or Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor; (II) the ownership of any Certificate by a Master Servicer or Special
Servicer, as the case may be, or any Affiliate thereof; (III) a Master
Servicer's obligation to make P&I Advances or Servicing Advances; (IV) a Special
Servicer's obligation to request that a Master Servicer make Servicing Advances;
(V) the right of a Master Servicer (or any Affiliate thereof) or Special
Servicer (or any Affiliate thereof), as the case may be, to receive
reimbursement of costs, or the sufficiency of any compensation payable to it
under this Agreement or with respect to any particular transaction; and (VI)
except with respect to the General Master Servicer, any obligation of the NCB
Master Servicer or any of its Affiliates (in their capacity as a Seller) to cure
a breach of a representation or warranty or repurchase any Mortgage Loan.

            "Servicing Transfer Event" means the occurrence of any of the
following events: (i) a payment default shall have occurred on a Mortgage Loan
(x) at its Maturity Date (except, if (a) the Mortgagor is making its Assumed
Scheduled Payment, (b) the Mortgagor notifies the applicable Master Servicer of
its intent to refinance such Mortgage Loan and is diligently pursuing such
refinancing, (c) the Mortgagor delivers a firm commitment to refinance
acceptable to the Operating Advisor on or prior to the Maturity Date, and (d)
such refinancing occurs within 60 days of such default, which 60-day period may
be extended to 120 days at the Operating Advisor's discretion) or (y) if any
other payment is more than 60 days past due or has not been made on or before
the second Due Date following the date such payment was due; (ii) any Mortgage
Loan as to which, to the applicable Master Servicer's knowledge, the Mortgagor
has consented to the appointment of a receiver or conservator in any insolvency
or similar proceeding of, or relating to, such Mortgagor or to all or
substantially all of its property, or the Mortgagor has become the subject of a
decree or order issued under a bankruptcy, insolvency or similar law and such
decree or order shall have remained undischarged, undismissed or unstayed for a
period of 30 days; (iii) any Mortgage Loan as to which the Master Servicer shall
have received notice of the foreclosure or proposed foreclosure of any other
lien on the Mortgaged Property; (iv) any Mortgage Loan as to which the
applicable Master Servicer has knowledge of a default (other than a failure by
the related Mortgagor to pay principal or interest) which in the good faith
reasonable judgment of such Master Servicer materially and adversely affects the
interests of the Certificateholders and which has occurred and remains
unremedied for the applicable grace period specified in such Mortgage Loan (or,
if no grace period is specified, 60 days); (v) any Mortgage Loan as to which the
Mortgagor admits in writing its inability to pay its debts generally as they
become due, files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors or
voluntarily suspends payment of its obligations; and (vi) any Mortgage Loan as
to which, in the good faith reasonable judgment of the Master Servicer, (a) a
payment default is imminent or is likely to occur within 60 days and such
default, in the judgment of such Master Servicer, is reasonably likely to
materially and adversely affect the interests of the Certificateholders or (b)
any other default is imminent or is likely to occur within 60 days and such
default, in the judgment of such Master Servicer, is reasonably likely to
materially and adversely affect the interests of the Certificateholders.

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

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

            "Sole Certificateholder" means any Certificateholder (or
Certificateholders provided they act in unanimity) holding 100% of the then
outstanding Class X-1, Class X-2, Class X-Y, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class EI and Class EI-L3 Certificates or an
assignment of the voting rights thereof; provided, however, that the Certificate
Balances of the Class A-1, Class A-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates have been reduced to
zero.

            "Special Servicer" means: (a) with respect to any Mortgage Loan
(other than a Co-op Mortgage Loan), any REO Property acquired by the Trust with
respect to a Mortgage Loan (other than a Co-op Mortgage Loan) and any matters
relating to the foregoing, the General Special Servicer and (b) with respect to
any Co-op Mortgage Loan, any REO Property acquired by the Trust with respect to
a Co-op Mortgage Loan and any matters relating to the foregoing, the Co-op
Special Servicer.

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

            "Special Servicer Remittance Date" means the Business Day preceding
each Determination Date.

            "Special Servicing Fee" means, for each calendar month, as to each
Mortgage Loan 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 for such month)
multiplied by the Scheduled Principal Balance of such Specially Serviced
Mortgage Loan immediately before the Due Date occurring in such month.

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

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

            "Specially Designated Co-op Mortgage Loan" means, any Co-op Mortgage
Loan or any successor REO Mortgage Loan.

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

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

            "Sub-Servicer" has the meaning set forth in Section 8.4.

            "Sub-Servicing Agreement" means the IXIS Sub-Servicing Agreement.

            "Subordinate Certificates" means, collectively, the Class A-J, 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 and Class P Certificates.

            "Successful Bidder" has the meaning set forth in Section 8.29(d).

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

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

            "Swap Contract" means that certain ISDA Master Agreement, the
schedule thereto, confirmation (ref# HQ1WS) and credit support annex related to
the interest rate swap, each document dated as of October 25, 2005, with the
Swap Counterparty.

            "Swap Counterparty" shall mean Morgan Stanley Capital Services Inc.,
acting in such capacity or its successor in interest.

            "Swap Counterparty Collateral Account" has the meaning set forth in
Section 8.30(f).

            "Swap Default" shall mean, with respect to the Swap Contract, any
failure on the part of the Swap Counterparty to (i) make a required payment
under the Swap Contract or (ii) either post acceptable collateral or find an
acceptable replacement swap counterparty or credit support provider after a
Rating Agency Trigger Event as required by such Swap Contract.

            "Swap Upfront Payment" has the meaning set forth in Section 2.2.

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

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

            "30/360 basis" means any Mortgage Loan that accrues interest on the
basis of a 360-day year consisting of twelve 30-day months.

            "Title Insurance Policy" means a title insurance policy maintained
with respect to a Mortgage Loan.

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

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

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

            "Trust" means the trust created pursuant to this Agreement, the
assets of which consist of all the assets of REMIC I (including the related
Mortgage Loans (other than Excess Interest and Additional L-3 Interest thereon),
such related amounts as shall from time to time be held in the Certificate
Accounts, the Distribution Account (other than the Excess Interest Sub-Account
and the Floating Rate Account), the Interest Reserve Account, the Reserve
Account, the REO Accounts, the Trustee's rights under the Insurance Policies,
any REO Properties and other items referred to in Section 2.1(a) hereof, in each
case to the extent allocable to the related Mortgage Loan), the REMIC I Regular
Interests, the REMIC II Regular Interests, REMIC III, the Swap Contract, the
Class A-3-1FL Regular Interest, the Floating Rate Account, Excess Interest,
Additional L-3 Interest and the Excess Interest Sub-Account.

            "Trustee" means Wells Fargo Bank, N.A., 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 0.00145% per annum.

            "Trustee Mortgage File" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan 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.

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

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

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

            "Underwriter" means each of Morgan Stanley & Co. Incorporated,
Greenwich Capital Markets, Inc., IXIS Securities North America Inc. and SunTrust
Capital Markets Inc., or their respective successors-in-interest.

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

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

            "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 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 (including the Class A-3-1FL Regular
Interest, but excluding the Class A-3-1FL Certificates, Residual Certificates,
Class EI-L3 Certificates and the Class EI Certificates), the portion of
Distributable Certificate Interest for such Class remaining unpaid as of the
close of business on the preceding Distribution Date, plus one month's interest
thereon at the applicable Pass-Through Rate.

            "Unrestricted Servicer Reports" means, collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report and, if and to the
extent filed with the Commission, such reports and files as would, but for such
filing, constitute Restricted Master Servicer Reports.

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

            "Weighted Average REMIC I Net Mortgage Rate" means, with respect to
any Distribution Date, the weighted average of the REMIC I Net Mortgage Rates
for the REMIC I Regular Interests, weighted on the basis of their respective
Certificate Balance as of the close of business on the preceding Distribution
Date.

            "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, equal to the product of (x) 1.00% and (y) the amount of each
collection of interest (other than default interest, Excess Interest and
Additional L-3 Interest) and principal received (including any Condemnation
Proceeds received and applied as a collection of such interest and principal) on
such Mortgage Loan so long as it remains a Rehabilitated Mortgage Loan or
otherwise payable as set forth in Section 9.21(d).

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

            "Yield Maintenance Minimum Amount" means, with respect to a Mortgage
Loan that provides for a Yield Maintenance Charge to be paid in connection with
any Principal Prepayment thereon or other early collection of principal thereof,
any specified amount or specified percentage of the amount prepaid which
constitutes the minimum amount that such Yield Maintenance Charge may be.

            Section 1.2  Calculations Respecting Mortgage Loans

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

            (b) Unless otherwise required by law or the applicable Mortgage Loan
documents, any amounts (other than escrow and reserve deposits and
reimbursements of Servicing Advances and expenses) received in respect of a
Mortgage Loan as to which a default has occurred and is continuing (other than
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Purchase
Proceeds and REO Income) shall be applied as follows: first, to overdue interest
due with respect to such Mortgage Loan at the Mortgage Rate thereof, second, to
current interest due with respect to such Mortgage Loan at the Mortgage Rate
thereof, third, to the reduction of the Principal Balance of such Mortgage Loan
to zero if such Mortgage Loan has been accelerated, and in respect of any
scheduled payments of principal then due to the extent that such Mortgage Loan
has not yet been accelerated, fourth, to any default interest and other amounts
due on such Mortgage Loan and fifth, to Late Fees due with respect to such
Mortgage Loan.

            Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds,
Purchase Proceeds and REO Income shall be applied as follows: first, as a
recovery of any related and unreimbursed Advances (together with interest
thereon) and Unliquidated Advances (to the Trust), and if applicable, unpaid
Liquidation Expenses; second, as a recovery of unpaid servicing compensation;
third, as a recovery of any Additional Trust Expenses; fourth, as a recovery of
any Nonrecoverable Advances and interest thereon, except with respect to any
Unliquidated Advance previously reimbursed from principal pursuant to Section
5.2(a)(II)(iv); fifth, as a recovery of any remaining accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate to, but not
including, the date of receipt (or, in the case of a full monthly payment from
any Mortgagor, through the related Due Date); sixth, as a recovery of any
remaining principal of such Mortgage Loan then due and owing, including by
reason of acceleration of the Mortgage Loan following a default thereunder (or,
if a Liquidation Event has occurred in respect of such Mortgage Loan, as a
recovery of principal to the extent of its entire remaining unpaid Principal
Balance); seventh, unless a Liquidation Event has occurred with respect to such
Mortgage Loan, as a recovery of amounts to be currently applied to the payment
of real estate taxes, assessments, insurance premiums (including premiums on any
Environmental Insurance Policy), ground rents (if applicable) and similar items;
eighth, as a recovery of any Late Fees and default interest then due and owing
under such Mortgage Loan; ninth, as a recovery of any Prepayment Premium or
Yield Maintenance Charge then due and owing under such Mortgage Loan; tenth, as
a recovery of any assumption fees, Modification Fees and extension fees then due
and owing under such Mortgage Loan; and eleventh, as a recovery of any other
amounts then due and owing under such Mortgage Loan.

            (c) Notwithstanding the foregoing applications of amounts received
by or on behalf of the Trust in respect of any Mortgage Loan, any amounts due
and owing under the related Mortgage Note and Mortgage (including for principal
and accrued and unpaid interest) shall be applied in accordance with the express
provisions of the related Mortgage Loan documents.

            Section 1.3  Calculations Respecting Accrued Interest

            Accrued interest on any Certificate (other than the Class A-3-1FL
Certificates) and on the Class A-3-1FL Regular Interest shall be calculated
based upon a 360-day year consisting of twelve 30-day months, and, unless there
is a Swap Default or the Swap Contract is terminated, accrued interest on the
Class A-3-1FL Certificates shall be calculated on the basis of the actual number
of days elapsed in the related Interest Accrual Period and a 360-day year. If a
Swap Default occurs and is continuing or if the Swap Contract is terminated and
no replacement swap contract is in effect, the Class A-3-1FL Certificates shall
accrue interest based upon a 360-day year consisting of twelve 30-day months.
Pass-Through Rates shall be carried out to eight decimal places, rounded if
necessary. All dollar amounts calculated hereunder shall be rounded to the
nearest penny.

            Section 1.4  Interpretation

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

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

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

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

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

            Section 1.5  ARD Loan

            Notwithstanding any provision of this Agreement:

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

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

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

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

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

            Section 1.6  L-3 Communications Mortgage Loan.

            (a) With respect to the L-3 Communications Mortgage Loan, any
accrued Additional L-3 Interest 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) Additional L-3 Interest shall constitute an asset of the Trust
but not an asset of any REMIC Pool.

            (c) Neither a Master Servicer nor a Special Servicer shall take any
enforcement action with respect to the payment of Additional L-3 Interest unless
the taking of such action is consistent with the Servicing Standard and all
other amounts due under such Mortgage Loan have been paid, and, in the good
faith and reasonable judgment of such Master Servicer and such Special Servicer,
as the case may be, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest thereon.

            (d) Liquidation Fees shall not be deemed to be earned on Additional
L-3 Interest.

            (e) With respect to the L-3 Communications Mortgage Loan after its
Maturity Date, the General Master Servicer or the General 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 Additional L-3
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 Additional L-3 Interest, provided that the
General Master Servicer's or the General Special Servicer's determination to
waive the right to such accrued Additional L-3 Interest is in accordance with
the Servicing Standard and with Section 8.18 and Section 9.5 hereof. The General
Master Servicer or the General 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.


                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

            Section 2.1  Conveyance of Mortgage Loans

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

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

            (c) Each Seller other than IXIS and NCB, FSB, at its own expense,
for the Mortgage Loans sold to the Depositor by such Seller, and the Trustee, at
the expense of IXIS and NCB, FSB, as applicable, for the IXIS Loans sold to the
Depositor by IXIS and the NCB, FSB Loans sold to the Depositor by NCB, FSB,
shall promptly (and in any event within 90 days following the receipt of all
recording information necessary to record such document) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office
for real property records or UCC financing statements, as appropriate, each
assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of
the definition of "Mortgage File". Each such assignment shall reflect that it
should be returned by the public recording office to the Trustee following
recording or filing; provided that in those instances where the public recording
office retains the original Assignment of Mortgage, assignment of Assignment of
Leases or assignment of UCC financing statements, the Trustee shall obtain
therefrom, at the expense of the applicable Seller, a certified copy of the
recorded original and shall forward copies thereof to the applicable Master
Servicer and the applicable 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 Trustee shall promptly notify the applicable Seller and the
applicable Seller for its respective Mortgage Loans shall promptly prepare or
cause to be prepared and delivered to the Trustee a substitute therefor or cure
such defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof from such Seller cause the same to be duly recorded or filed, as
appropriate.

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

            (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the servicing of any
Mortgage Loans and that are not required to be a part of a Mortgage File in
accordance with the definition thereof and are reasonably necessary for the
ongoing administration and/or servicing of the applicable Mortgage Loan shall be
delivered to the Master Servicer (with a copy to the related Primary Servicer,
if applicable), on or before the date that is 75 days following the Closing Date
and shall be held by such Master Servicer or the related Primary Servicer on
behalf of the Trustee in trust for the benefit of the Certificateholders. To the
extent delivered to the Master Servicer and the related Sub-Servicer or the
related Primary Servicer, as applicable, by the related Seller, the Servicer
Mortgage File will consist of the documents listed in the definition of Mortgage
File; provided, however, the Seller shall not be required to deliver any draft
documents, attorney-client privileged communications, internal correspondence or
credit analysis. Delivery of any of the foregoing documents to the applicable
Primary Servicer (or sub-servicer) shall be deemed delivery to the applicable
Master Servicer and satisfy the Depositor's obligations under this Section
2.1(d). Each of the foregoing items shall be delivered in electronic form, to
the extent such document is available in such form and such form is reasonably
acceptable to the applicable Master Servicer. None of any Master Servicer, any
Special Servicer or any Primary Servicer shall have any liability for the
absence of any of the foregoing items from the Servicing Mortgage File if such
item was not delivered by the related Seller.

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

            (f) In connection herewith, the Depositor has acquired the MSMC
Loans from MSMC, the IXIS Loans from IXIS, the MM Loans from MM, the NCB, FSB
Loans from NCB, FSB, the UCMFI Loans from UCMFI and the SunTrust Loans from
SunTrust. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the MSMC Loans to the Trustee, endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the IXIS Loans to the Trustee, endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Note, as described in the
definition of Mortgage File) relating to the MM Loans to the Trustee, endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the NCB, FSB Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies the related Mortgage Note, as described in the definition
of Mortgage File) relating to the UCMFI Loans to the Trustee, endorsed as
otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the SunTrust 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, IXIS, MM, NCB, FSB, UCMFI and SunTrust, as applicable, are required under
the Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and
assignments of Assignments of Leases and assignments of UCC financing statements
in blank or naming the Trustee, on behalf of the Certificateholders, as
assignee. Notwithstanding the fact that the assignments shall be in blank or
name the Trustee, on behalf of the Certificateholders, as the assignee, the
parties hereto acknowledge and agree that for all purposes the MSMC Loans shall
be deemed to have been transferred from MSMC to the Depositor, the IXIS Loans
shall be deemed to have been transferred from IXIS to the Depositor, the MM
Loans shall be deemed to have been transferred from MM to the Depositor, the
NCB, FSB Loans shall be deemed to have been transferred from NCB, FSB to the
Depositor, the UCMFI Loans shall be deemed to have been transferred from UCMFI
to the Depositor, the SunTrust Loans shall be deemed to have been transferred
from SunTrust to the Depositor, and all Mortgage Loans shall be deemed to have
been transferred from the Depositor to the Trustee on behalf of the
Certificateholders.

            Section 2.2  Acceptance by Trustee

            The Trustee will hold (i) the documents constituting a part of the
Mortgage Files delivered to it, (ii) the REMIC I Regular Interests, (iii) the
REMIC II Regular Interests, (iv) the assets of the Class A-3-1FL Grantor Trust
and (v) the assets of the Class EI/Class EI-L3 Grantor Trust, in each case, in
trust for the use and benefit of all present and future Certificateholders. In
connection with the entering into of the Swap Contract, the Trustee, on behalf
of the Trust, will be paid an upfront payment by the Swap Counterparty with
respect to the Class A-3-1FL Certificates (the "Swap Upfront Payment"). On the
Closing Date, the Trustee is hereby directed to pay the Swap Upfront Payment to
the Depositor to an account designated by it.

            On the Closing Date in respect of the Initial Certification, and
within 90 days after the Closing Date in respect of the Final Certification, the
Trustee shall examine the Mortgage Files in its possession, and shall deliver to
the Depositor, the Sellers, the Master Servicers, the Special Servicers and the
Operating Adviser, a certification (the "Initial Certification" and the "Final
Certification," respectively, in the respective forms set forth as Exhibit B-1
and Exhibit B-2 hereto), which may be in electronic format (i) in the case of
the Initial Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions to Mortgage
File delivery attached thereto, to the effect that: (A) all documents pursuant
to clause (i) of the definition of Mortgage File are in its possession, (B) such
documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as
provided in clause (i) of the definition of Mortgage File, and (ii) in the case
of the Final Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions to Mortgage
File delivery attached thereto, to the effect that: (A) all documents pursuant
to clauses (i), (ii), (iv), (vi), (viii) 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 any applicable Primary Servicing
Agreement), and with respect to all documents specified in the other clauses of
the definition of Mortgage File to the extent actually known by a Responsible
Officer of the Trustee to be required pursuant to this Agreement (assuming that,
with respect to the documents referred to in clause (xii) of the definition of
Mortgage File, an original letter of credit in the possession of the Trustee is
not so required, unless a Responsible Officer of the Trustee has actual
knowledge to the contrary), are in its possession, (B) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(C) based on its examination and only as to the Mortgage Note and Mortgage or
the appraisal of the related Mortgaged Property, the street address of the
Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in
the Mortgage File, and (D) each Mortgage Note has been endorsed as required by
the terms of this Agreement. Notwithstanding the foregoing, the delivery of an
original or a copy of a binder, pro forma policy or title commitment certified
by the title company in lieu of the delivery of the actual Title Insurance
Policy shall not be considered a Material Document Defect with respect to any
Mortgage File. The Trustee shall deliver to the Master Servicers, the Special
Servicers, the Operating Adviser and each Seller a copy of such Final
Certification, which may be in electronic format.

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

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

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

            The Master Servicer agrees to hold all of the original letters of
credit, which are part of the Mortgage File, in trust for the benefit of the
Trust Fund.

            Section 2.3  Repurchase of Mortgage Loans for Material Document
Defects and Material Breaches of Representations and Warranties

            (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when
required (and including the expiration of any grace or cure period), has not
been properly executed, or is defective on its face or discovers or receives
notice of a breach of any of the representations and warranties relating to the
Mortgage Loans required to be made by a Seller regarding the characteristics of
the Mortgage Loans and/or related Mortgaged Properties as set forth in the
related Mortgage Loan Purchase Agreements, and in either case such defect or
breach either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) the document
defect or breach materially and adversely affects the value of the Mortgage Loan
and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan (such a document defect described in the preceding clause (i) or
(ii), a "Material Document Defect," and such a breach described in the preceding
clause (i) or (ii), a "Material Breach") such party shall give prompt written
notice to the other parties hereto and to each Rating Agency subject to the
terms of the applicable Mortgage Loan Purchase Agreement. Promptly (but in any
event within three Business Days) upon becoming aware of any such Material
Document Defect or Material Breach, the applicable Master Servicer shall, and
the applicable Special Servicer may, request that the related Seller, not later
than 90 days from such Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be
corrected or cured in all material respects within such 90-day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage" (as defined in the Code) but the related
Seller is diligently attempting to effect such correction or cure, as certified
by such Seller in an Officer's Certificate delivered to the Trustee, then the
cure period will be extended for an additional 90 days unless, solely in the
case of a Material Document Defect, (x) the Mortgage Loan is at the end of the
initial 90 day period a Specially Serviced Mortgage Loan and a Servicing
Transfer Event has occurred as a result of a monetary default or as described in
clause (ii) or clause (v) of the definition of "Servicing Transfer Event" and
(y) the Material Document Defect was identified in a certification delivered to
the Seller by the Trustee pursuant to Section 2.2 not less than 90 days prior to
the delivery of the notice of such Material Document Defect. The parties
acknowledge that neither delivery of a certification or schedule of exceptions
to a Seller pursuant to Section 2.2 or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein. Notwithstanding
anything herein to the contrary, any breach of the representation and warranty
contained under the heading "Prepayment Premiums" in Exhibit 2 to each Mortgage
Loan Purchase Agreement with respect to any Mortgage Loan shall constitute a
Material Breach only if such prepayment premium or yield maintenance charge is
not deemed "customary" for commercial mortgage loans at the time of origination,
as evidenced by (i) an opinion of tax counsel to such effect or (ii) a
determination by the Internal Revenue Service that such provision is not
customary. In addition, if such Mortgage Loan is modified so that it becomes a
Qualified Substitute Mortgage Loan, such breach shall be deemed cured and the
related Seller will not be obligated to repurchase such Mortgage Loan or
otherwise remedy such breach. The related Seller is required to pay for any
expenses incurred by the applicable Master Servicer or the applicable Special
Servicer in connection with such modification.

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

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

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

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans and (iii) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such other Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach (as the case
may be) as to each such other Mortgage Loan for purposes of the above
provisions, and the related Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above unless, in
the case of such breach or document defect, both of the following conditions
would be satisfied if the related Seller were to repurchase or replace only
those Mortgage Loans as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph (the "Affected Loan(s)"): (1) the
debt service coverage ratio for all such other Mortgage Loans (excluding the
Affected Loan(s)) for the four calendar quarters immediately preceding the
repurchase or replacement (determined as provided in the definition of Debt
Service Coverage Ratio, except that net cash flow for such four calendar
quarters, rather than year-end, shall be used) is equal to the greater of (x)
the debt service coverage ratio for all such Mortgage Loans (including the
Affected Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the
Final Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for
all such other Mortgage Loans (excluding the Affected Loan(s)) is not greater
than the lesser of (x) the current Loan-to-Value Ratio for all such Mortgage
Loans (including the Affected Loan(s)) set forth under the heading "Cut-Off Date
LTV" in Appendix II to the Final Prospectus Supplement and (y) 75%. The
determination of the applicable Master Servicer as to whether the conditions set
forth above have been satisfied shall be conclusive and binding in the absence
of manifest error. The applicable Master Servicer will be entitled to cause to
be delivered, or direct the related Seller to (in which case the related Seller
shall) cause to be delivered to such Master Servicer: (i) an Appraisal of any or
all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (2) above has been satisfied, in each case at the
expense of the related Seller if the scope and cost of the Appraisal is approved
by the related Seller (such approval not to be unreasonably withheld) and (ii)
an Opinion of Counsel that not requiring the repurchase of each such other
Mortgage Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the applicable Seller is required to repurchase or substitute for
such Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed above
while the Trustee continues to hold any other Mortgage Loan that is
cross-collateralized and cross-defaulted (each, a "Cross-Collateralized Loan")
with such Repurchased Loan, the related Seller and the Depositor have agreed in
the Mortgage Loan Purchase Agreement to modify, prior to such repurchase or
substitution, the related Mortgage Loan documents in a manner such that such
affected Repurchased Loan, on the one hand, and any related
Crossed-Collateralized Loans held by the Trustee, on the other, would no longer
be cross-defaulted or cross-collateralized with one another; provided that the
applicable Seller shall have furnished the Trustee, at the expense of the
applicable Seller, with a Nondisqualification Opinion that such modification
shall not cause an Adverse REMIC Event; provided, further, that if such
Nondisqualification Opinion cannot be furnished, the applicable Seller and the
Depositor have agreed in the applicable Mortgage Loan Purchase Agreement that
such repurchase or substitution of only the Repurchased Loan, notwithstanding
anything to the contrary herein, shall not be permitted and the applicable
Seller shall repurchase or substitute for the Repurchased Loan and all related
Crossed-Collateralized Loans. Any reserve or other cash collateral or letters of
credit securing the Repurchased Loan and the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule
VII hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

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

            (b) If the related Seller disputes that a Material Document Defect
or Material Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the applicable Special Servicer may, subject
to the Servicing Standard, modify, work-out or foreclose, sell or otherwise
liquidate (or permit the liquidation of) the Mortgage Loan pursuant to Section
9.5, Section 9.12, Section 9.15 and Section 9.36, as applicable, of this
Agreement, while pursuing the repurchase claim. Each Seller acknowledges and
agrees that any modification of the Mortgage Loan pursuant to such a work-out
shall not constitute a defense to any repurchase claim nor shall such
modification or work-out change the Purchase Price due from the related Seller
for any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon
such Mortgage Loan and sale of the REO Property, to a Person other than the
related Seller shall be without (i) recourse of any kind (either expressed or
implied) by such Person against the related Seller and (ii) representation or
warranty of any kind (either expressed or implied) by the related Seller to or
for the benefit of such Person.

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

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the related Seller receives notice of a breach or defect
until a final determination has been made, as set forth in the prior paragraph,
as to whether the related Seller is or was obligated to repurchase such related
Mortgage Loan or REO Property. Subject to the last two sentences of the first
paragraph of Section 2.3(a), upon such determination, the Special Servicer will
be entitled: (i) with respect to a determination that the related Seller is or
was obligated to repurchase a Mortgage Loan, to collect a Liquidation Fee, if
due in accordance with the definition thereof, based upon the full Purchase
Price of the related Mortgage Loan or REO Property, with such Liquidation Fee
payable by the related Seller or (ii) with respect to a determination that the
related Seller is not or was not obligated to repurchase a Mortgage Loan (or the
Trust decides that it will no longer pursue a claim against the Seller for
repurchase), (A) to collect a Liquidation Fee based upon the Liquidation
Proceeds as received upon the actual sale or liquidation of such Mortgage Loan
or REO Property, and (B) collect any accrued and unpaid Work-Out Fee, based on
amounts that were collected for as long as the related Mortgage Loan was a
Rehabilitated Mortgage Loan, in each case with such amounts to be paid from
amounts in the Certificate Account.

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

            If the affected Mortgage Loan is to be repurchased, the applicable
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.

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

            (d) The Mortgage Loan Purchase Agreements provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) MSMC, as Seller under Mortgage Loan
Purchase Agreement I, will be providing the remedies with respect to the MSMC
Loans, (ii) IXIS, as Seller under Mortgage Loan Purchase Agreement II, will be
providing remedies with respect to the IXIS Loans, (iii) MM, as Seller under
Mortgage Loan Purchase Agreement III, will be providing remedies with respect to
the MM Loans, (iv) NCB, FSB, as Seller under Mortgage Loan Purchase Agreement
IV, will be providing the remedies with respect to the NCB, FSB Loans, (v)
UCMFI, as Seller under Mortgage Loan Purchase Agreement V, will be providing the
remedies with respect to the UCMFI Loans and (vi) SunTrust, as Seller under
Mortgage Loan Purchase Agreement VI, will be providing the remedies with respect
to the SunTrust Loans.

            (e) The Trustee shall enforce the provisions of this Section 2.3.
Alternatively, the Trustee may, in its sole discretion, appoint a designee to
enforce such provisions (which, with the applicable Master Servicer's consent,
may be such Master Servicer or which, with the applicable Special Servicer's
consent, may be such Special Servicer).

            Section 2.4  Representations and Warranties

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

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

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

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

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

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

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

            Section 2.5  Conveyance of Interests

            Effective as of the Closing Date, the Depositor does hereby
transfer, assign, set over, deposit with and otherwise convey to the Trustee,
without recourse, in trust, all the right, title and interest of the Depositor
in and to (i) the assets of REMIC I in exchange for the REMIC I Interests, (ii)
the assets of REMIC II in exchange for the REMIC II Interests, (iii) the assets
of REMIC III in exchange for the REMIC III Certificates, (iv) the assets of the
Class EI/Class EI-L3 Grantor Trust in exchange for the Class EI and Class EI-L3
Certificates and (v) the Class A-3-1FL Regular Interest in exchange for the
Class A-3-1FL Certificates.


                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.1  The Certificates

            (a) The Certificates shall be in substantially the forms set forth
in Exhibits A-1 through A-32 hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement or as may in the reasonable judgment of the Trustee or the
Depositor be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which any of
the Certificates may be listed, or as may, consistently herewith, be determined
by the officers executing such Certificates, as evidenced by their execution
thereof.

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

            (b) The Class A Certificates and the Class A-J Certificates will be
issuable in denominations of $25,000 initial Certificate Balance and in any
whole dollar denomination in excess thereof. The Class X (other than the Class
X-2 Certificates), 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 and Class P 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 X-2 Certificates will be issuable in denominations of
$1,000,0000 initial Certificate Balance and in any whole dollar denomination in
excess thereof. The Class EI, Class EI-L3, Class R-I, Class R-II and Class R-III
Certificates each will be issued in minimum Percentage Interests of 10% and
integral multiples of 10% in excess thereof and together aggregating the entire
100% Percentage Interest in each such Class.

            (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 A-J, 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 and Class P 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 J, Class K,
Class L, Class M, Class N, Class O, Class P, Class EI, Class EI-L3 and Class X-Y
Certificates that are issued in definitive form, on the Closing Date, the
Authenticating Agent upon the order of the Depositor shall authenticate
Definitive Certificates that are issued to the registered holder thereof against
payment of the purchase price thereof.

            Section 3.2  Registration

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

            Section 3.3  Transfer and Exchange of Certificates

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

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

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

            (d) No transfer of a Non-Investment Grade Certificate, Class EI
Certificate, Class EI-L3 Certificate or Residual Certificate or any interest
therein shall be made (A) to any retirement plan or other employee benefit plan
or arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including, without limitation, insurance
company general accounts, that is subject to ERISA or Section 4975 of the Code
or any applicable federal, state or local law ("Similar Laws") materially
similar to the foregoing provisions of ERISA or the Code (each, a "Plan"), (B)
in book-entry form to an Institutional Accredited Investor who is not also a
Qualified Institutional Buyer or (C) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with "plan assets" of a Plan, unless: (i) in the case of a
Non-Investment Grade Certificate that constitutes a Book-Entry Certificate and
is being sold to a Qualified Institutional Buyer, the purchase and holding of
such Certificate or interest therein qualifies for the exemptive relief
available under Sections I and III of U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60; or (ii) in the case of a
Non-Investment Grade Certificate held as a Definitive Certificate, the
prospective Transferee provides the Certificate Registrar with a certification
of facts and an Opinion of Counsel which establish to the satisfaction of the
Certificate Registrar that such transfer will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or materially similar provisions of applicable federal, state or local
law or subject the Depositor, the Trustee, the Paying Agent, the Master
Servicers, the Special Servicers or the Certificate Registrar to any obligation
in addition to those undertaken in this Agreement. Each Person who acquires any
Non-Investment Grade Certificate or Residual Certificate or interest therein
(unless it shall have acquired such Certificate or interest therein from the
Depositor or an Affiliate thereof or, in the case of a Non-Investment Grade
Certificate, unless it shall have delivered to the Certificate Registrar the
certification of facts and Opinion of Counsel referred to in clause (ii) of the
preceding sentence) shall be required to deliver to the Certificate Registrar
(or, in the case of an interest in a Non-Investment Grade Certificate that
constitutes a Book-Entry Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that: (i) it is
neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" of a Plan; or (ii) in the case of a Non-Investment
Grade Certificate, that the purchase and holding of such Certificate or interest
therein by such Person qualifies for the exemptive relief available under
Sections I and III of PTCE 95-60 or another exemption from the "prohibited
transactions" rules under ERISA by the U.S. Department of Labor. No transfer of
a Class EI, Class EI-L3 or Residual Certificate will be made to any Person that
does not make the representation in clause (i) of the preceding sentence.

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

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

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

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if the
            Certificate Registrar has actual knowledge that the proposed
            Transferee is not a Permitted Transferee or is not a United States
            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 or is not a
            United States Tax Person.

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

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

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

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

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

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

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

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

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

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

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

            Section 3.4  Mutilated, Destroyed, Lost or Stolen Certificates

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

            Section 3.5  Persons Deemed Owners

            Prior to presentation of a Certificate for registration of transfer,
the Master Servicers, the Special Servicers, the Trustee, the Operating Adviser,
the Paying Agent and any agents of the Master Servicers, the Special Servicers,
the Paying Agent, the Trustee or the Operating Adviser may treat the Person in
whose name any Certificate is registered as of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and none of the Master
Servicers, the Special Servicers, the Trustee, the Paying Agent, the Operating
Adviser or any agent of the Master Servicers, the Special Servicers, the
Trustee, the Paying Agent or the Operating Adviser shall be affected by any
notice to the contrary.

            Section 3.6  Access to List of Certificateholders' Names and
Addresses

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

            Section 3.7  Book-Entry Certificates

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

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

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

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

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

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

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

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

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

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

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

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

            Section 3.8  Notices to Clearing Agency

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

            Section 3.9  Definitive Certificates

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

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


                                   ARTICLE IV

                                    ADVANCES

            P&I Advances and Servicing Advances shall be made as provided herein
by the General Master Servicer (with respect to the Mortgage Loans other than
NCB, FSB Loans) and the NCB Master Servicer (with respect to the NCB, FSB Loans)
and, if the applicable Master Servicer does not make such Advances, by the
Trustee, except to the extent that the applicable Master Servicer or the Trustee
determines in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance.

            Section 4.1  P&I Advances by the Master Servicers

            (a) On or prior to the Advance Report Date, the applicable Master
Servicer shall notify the Trustee and the Paying Agent if the P&I Advance Amount
for such Distribution Date is greater than zero, and such Master Servicer shall
only make a P&I Advance in respect of each Mortgage Loan of such amount on the
Master Servicer Remittance Date. It is understood that the obligation of each
Master Servicer to make such P&I Advances is mandatory and shall apply through
any court appointed stay period or similar payment delay resulting from any
insolvency of the Mortgagor or related bankruptcy. Notwithstanding the
foregoing, the applicable Master Servicer shall not be required to make such P&I
Advance, if such Master Servicer determines, in accordance with Section 4.4
below, that any such P&I Advance would be a Nonrecoverable Advance and shall not
make such P&I Advance if such P&I Advance, if made, would be a Nonrecoverable
Advance as determined by the applicable Special Servicer in accordance with the
Servicing Standard and the Special Servicer has notified the Master Servicer of
such determination not later than 24 hours (and on a Business Day) prior to the
date on which the Master Servicer would be required to make such P&I Advance in
the absence of a recoverability determination. Such determination shall be
conclusive and binding on the Trustee and the Certificateholders. The Master
Servicers and the Trustee shall not advance default interest, Balloon Payments,
Prepayment Premiums or Additional L-3 Interest. None of the Master Servicers or
the Trustee shall advance any amount due to be paid by the Swap Counterparty for
distribution to the Class A-3-1FL Certificates in the event that the Swap
Counterparty fails to make a required payment. If the Swap Counterparty fails to
make a required payment pursuant to the Swap Contract, the Trustee shall, on the
date on which such payment is due and not made, promptly notify the Swap
Counterparty and the related Credit Support Provider (as such term is defined in
the Swap Contract) of such failure, including the amount of any payment required
to be made by the Swap Counterparty.

            (b) No Special Servicer shall make P&I Advances under this Agreement
or advances of any amount due to be paid by the Swap Counterparty for
distribution to the Class A-3-1FL Certificates in the event that the Swap
Counterparty fails to make a required payment. If a Master Servicer fails to
make a P&I Advance that it is required to make under this Section 4.1, it shall
promptly notify the Trustee and the Paying Agent of such failure.

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

            Section 4.2  Servicing Advances

            The applicable Master Servicer and, if such Master Servicer does
not, the Trustee to the extent the Trustee receives written notice from the
Paying Agent that such Advance has not been made by such Master Servicer shall
make Servicing Advances to the extent provided in this Agreement, except to the
extent that such Master Servicer or the Trustee, as applicable, determines in
accordance with Section 4.4 below, that any such Advance would be a
Nonrecoverable Advance. If such Master Servicer or the Trustee, as applicable,
determines that such advance would constitute a Nonrecoverable Advance, then
such party shall promptly deliver notice of such determination to the applicable
Special Servicer. Upon receipt of such notice, the applicable Special Servicer
shall determine (with the reasonable assistance of such Master Servicer or the
Trustee, as applicable) whether the payment of such amount is (i) necessary to
preserve the related Mortgaged Property and (ii) would be in the best interest
of the Certificateholders. If such Special Servicer shall determine that the
payment of such amount is (i) necessary to preserve the related Mortgaged
Property and (ii) would be in the best interest of the Certificateholders, then
such Special Servicer shall direct such Master Servicer or the Trustee, as
applicable, in writing to make such payment and such party shall make such
payment from amounts in the Certificate Account. Such determination by such
Master Servicer or such Special Servicer shall be conclusive and binding on the
Trustee and the Certificateholders. The applicable 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 such Special Servicer within 5 Business Days of receipt of a statement
therefor sent to the General Master Servicer at the General Master Servicer's
Contact Numbers. The applicable Special Servicer shall notify the applicable
Master Servicer that a Servicing Advance is required in connection with a
Specially Serviced Mortgage Loan or REO Property, and such Master Servicer shall
make such Servicing Advance within five Business Days of receipt of such notice.
In addition, each Special Servicer shall provide the applicable Master Servicer
or the Trustee with such information in its possession as the applicable Master
Servicer or the Trustee may reasonably request to enable such Master Servicer or
the Trustee, as applicable, to determine whether a requested Servicing Advance
would constitute a Nonrecoverable Advance. Any request by a Special Servicer
that a Master Servicer make a Servicing Advance shall be deemed to be a
determination by such Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Advance and such Master Servicer shall be entitled to
conclusively rely on such determination; provided, that the determination shall
not be binding on any Master Servicer or the Trustee. The applicable Master
Servicer or Special Servicer may update or change its recoverability
determinations at any time (but not reverse the other Master Servicer or Special
Servicer's determination that an Advance is a Nonrecoverable Advance). Promptly
after discovering that such applicable Master Servicer has failed to make a
Servicing Advance that such Master Servicer is required to make hereunder, the
Paying Agent shall promptly notify the Trustee in writing of the failure by such
Master Servicer to make such Servicing Advance.

            Section 4.3  Advances by the Trustee

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

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

            Section 4.4  Evidence of Nonrecoverability

            If a Master Servicer or the applicable Special Servicer determines
at any time, in its sole discretion, exercised in accordance with the Servicing
Standard, 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 applicable Master Servicer or the applicable
Special Servicer, the Paying Agent, the Operating Adviser and the Rating
Agencies promptly upon making such determination, but in no event later than the
Business Day following the date of such determination. Such Officer's
Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the applicable Master Servicer's or applicable Special Servicer's
possession, any related financial information such as related income and expense
statements, rent rolls (with respect to mortgaged properties other than
residential cooperative properties), occupancy status, property inspections and
any Appraisals performed within the last 12 months on the Mortgaged Property,
and, if such reports are used by the applicable Master Servicer or the
applicable Special Servicer to determine that any P&I Advance or Servicing
Advance, as applicable, would be a Nonrecoverable Advance, any engineers'
reports, environmental surveys, internal final valuations or other information
relevant thereto which support such determination. If the Trustee determines at
any time, in its sole discretion, exercised in good faith, that any portion of
an Advance previously made or a portion of a proposed Advance that the Trustee
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, delivered to the Depositor,
the applicable Master Servicer, the applicable Special Servicer, the Paying
Agent and the Operating Adviser similar to the Officer's Certificate of a Master
Servicer or a Special Servicer described in the prior sentence. The Trustee
shall not be required to make an Advance that the applicable Master Servicer or
the applicable Special Servicer has previously determined to be a Nonrecoverable
Advance. Notwithstanding any other provision of this Agreement, none of the
Master Servicers, the Special Servicers or the Trustee 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 the Trustee determines in its good faith business
judgment and, with respect to the applicable Master Servicer or the applicable
Special Servicer, in accordance with the Servicing Standard, that such Advance
or such payment (including interest accrued thereon at the Advance Rate) would
be a Nonrecoverable Advance. Absent bad faith, the applicable Master Servicer's
determination as to the nonrecoverability of any Advance shall be conclusive and
binding on the Certificateholders and may, in all cases, be relied on by the
Trustee; provided, however, that the applicable 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; provided, further, however, the applicable Special Servicer shall
have no right to make an affirmative determination that any P&I Advance is or
would be recoverable and, in the absence of a determination by the applicable
Special Servicer that such Advance is or would be a Nonrecoverable Advance, the
decision that a P&I Advance is recoverable shall remain with the applicable
Master Servicer or Trustee, as applicable. Absent bad faith, such determination
by the applicable Special Servicer shall be conclusive and binding on the
Certificateholders, the Master Servicers and the Trustee. The applicable Master
Servicer shall consider Unliquidated Advances in respect of prior P&I Advances
and Servicing Advances as outstanding Advances for purposes of nonrecoverability
determinations as if such Unliquidated Advance were a P&I Advance or Servicing
Advance, as applicable.

            Section 4.5  Interest on Advances; Calculation of Outstanding
Advances with Respect to a Mortgage Loan

            Any unreimbursed Advance funded from each Master Servicer's, each
Special Servicer's or the Trustee'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 Servicers nor
any other party shall be entitled to interest accrued on the amount of any P&I
Advance with respect to any Mortgage Loan for the period commencing on the date
of such P&I Advance and ending on the day on which the grace period applicable
to the related Mortgagor's obligation to make the related Scheduled Payment
expires pursuant to the related Mortgage Loan documents but shall be entitled to
interest on such Advance at the Advance Rate to the extent the Scheduled Payment
remains outstanding beyond the expiration of the grace period. In addition, no
Master Servicer shall be entitled to interest on any particular P&I Advance (or
portion thereof) made thereby to the extent a payment (or portion thereof) is
received but is being held by or on behalf of such Master Servicer in connection
with any dispute, claim or offset. For purposes of determining whether a P&I
Advance is outstanding, amounts collected with respect to a particular Mortgage
Loan or a particular REO Property and treated as collections of principal or
interest shall be applied first to reimburse the earliest P&I Advance and then
each succeeding P&I Advance to the extent not inconsistent with Section 4.6. The
applicable Master Servicer shall use efforts consistent with the Servicing
Standard to collect (but shall have no further obligation to collect), with
respect to the Mortgage Loans that are not Specially Serviced Mortgage Loans,
Late Fees and default interest from the Mortgagor in an amount sufficient to pay
Advance Interest incurred and unpaid with respect to such Mortgage Loan arising
on or after the Cut-off Date. The applicable Master Servicer shall be entitled
to retain Late Fees and default interest paid by any Mortgagor during a
Collection Period with respect to any Mortgage Loan (other than the portion of
such Late Fees and default interest that relates to the period commencing after
the Servicing Transfer Event in respect of a Specially Serviced Mortgage Loan,
as to which the applicable Special Servicer shall retain Late Fees and default
interest with respect to such Specially Serviced Mortgage Loan, subject to the
offsets set forth below) as additional servicing compensation only to the extent
such Late Fees and default interest with respect to such Mortgage Loan (x)
exceed unreimbursed Additional Trust Fund Expenses and Advance Interest with
respect to such Mortgage Loan arising on or after the Cut-off Date and (y) are
not used to pay Special Servicing Fees, Liquidation Fees and Workout Fees
accrued with respect to such Collection Period on such Mortgage Loan. The
applicable Special Servicer, with respect to any Specially Serviced Mortgage
Loan, shall (i) pay from any Late Fees and default interest collected from such
Specially Serviced Mortgage Loan (a) any outstanding and unpaid Advance Interest
payable with respect to such Specially Serviced Mortgage Loan to the applicable
Master Servicer, the applicable Special Servicer or the Trustee, as applicable,
and (b) to the Trust, any losses previously incurred by the Trust with respect
to such Specially Serviced Mortgage Loan (other than the related Special
Servicing Fees) and (ii) retain any remaining portion of such Late Fees and
default interest as additional Special Servicer Compensation. It is hereby
acknowledged that the applicable Master Servicer may only waive Late Fees and
default interest to the extent set forth in Section 8.3(a).

            Section 4.6  Reimbursement of Advances and Advance Interest

            (a) Advances made with respect to each Mortgage Loan or Specially
Serviced Mortgage Loan or REO Property (including Advances later determined to
be Nonrecoverable Advances) and Advance Interest thereon shall be reimbursed to
the extent of the amounts identified to be applied therefor in Section 5.2. The
aggregate of the amounts available to repay Advances and Advance Interest
thereon pursuant to Section 5.2 collected in any Collection Period with respect
to Mortgage Loans 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 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 Trustee for any Advances outstanding to
the Trustee with respect to any of such Mortgage Loans, any of such Specially
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Trustee with respect to such Advances and then (ii) the applicable Master
Servicer and applicable Special Servicer for any Advances outstanding to such
Master Servicer or such Special Servicer, as the case may be, with respect to
any of such Mortgage Loans, any of such Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the applicable Master Servicer
or applicable Special Servicer with respect to such Advances. To the extent that
any Advance Interest payable to the applicable Master Servicer, the applicable
Special Servicer or the Trustee 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 Trustee, the applicable
Master Servicer or the applicable Special Servicer, as the case may be, from
amounts on deposit in the applicable Certificate Account (or sub-account
thereof) (or, if not available from such Certificate Account, the other
Certificate Account) or the Distribution Account pursuant to Section 5.2(a) or
Section 5.3(b)(ii), to the extent of amounts identified to be applied
thereunder. The Master Servicers', the Special Servicers' and the Trustee's
right of reimbursement under this Agreement for Advances and interest thereon
shall be prior to the rights of the Certificateholders to receive any amounts
recovered with respect to such Mortgage Loans or REO Mortgage Loans.

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

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


                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1  Collections

            (a) On or prior to the Closing Date, each Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "GMAC Commercial Mortgage Corporation, as General
Master Servicer for Wells Fargo Bank, N.A., as Trustee for the Holders of Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10" and "NCB, FSB, as NCB Master Servicer for Wells Fargo Bank, N.A. as
Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ10" (collectively, or individually, as
the case may be the "Certificate Account"). The General Master Servicer shall
maintain the Certificate Account with respect to all of the Mortgage Loans
(other than the NCB, FSB Loans) and the NCB Master Servicer shall maintain the
Certificate Account with respect to the NCB, FSB Loans. On or prior to the
Closing Date, each Master Servicer shall open, or cause to be opened, and shall
maintain, or cause to be maintained an additional separate account or accounts
in the name of "GMAC Commercial Mortgage Corporation, as General Master Servicer
for Wells Fargo Bank, N.A., as Trustee for the Holders of Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10" and
"NCB, FSB, as NCB Master Servicer for Wells Fargo Bank, N.A. as Trustee for the
Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10" (collectively, or individually, as the case may
be, the "Interest Reserve Account"). The General Master Servicer shall maintain
the Interest Reserve Accounts with respect to non-NCB, FSB Loans and the NCB
Master Servicer shall maintain the Interest Reserve Accounts with respect to the
NCB, FSB Loans.

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

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

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

                  (B) Interest: all payments on account of interest on the
            Mortgage Loans (including Additional L-3 Interest, which shall be
            payable only to the Class EI-L3 Certificateholders, and Excess
            Interest, which shall be payable only to the Class EI
            Certificateholders, in each case as provided herein, and excluding
            Interest Reserve Amounts to be deposited in the applicable Interest
            Reserve Account pursuant to Section 5.1(d) below);

                  (C) Liquidation Proceeds: all Liquidation Proceeds with
            respect to the Mortgage Loans;

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

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

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

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

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

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

                  (J) Other: all other amounts, including Prepayment Premiums,
            required to be deposited in the Certificate Accounts pursuant to
            this Agreement, including, but not limited to, Purchase Proceeds of
            any Mortgage Loans repurchased by a Seller or the maker of a
            representation and warranty with respect to any Mortgage Loan or
            substitution shortfall amounts (as described in the ninth paragraph
            of Section 2.3(a)) paid by a Seller in connection with the
            substitution of any Qualifying Substitute Mortgage Loans, any
            payments or recoveries in respect of Unliquidated Advances or in
            respect of Nonrecoverable Advances paid from principal collections
            on the Mortgage Loans pursuant to Section 5.2(a)(II).

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

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

            (e) Funds in the Certificate Accounts and Interest Reserve Accounts
may be invested and, if invested, shall be invested by, and at the risk of, the
Master Servicer in Eligible Investments selected by such Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "Wells Fargo Bank, N.A., as Trustee for the Holders of the Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10." None of the Depositor, the Mortgagors, the Paying Agent or the
Trustee shall be liable for any loss incurred on such Eligible Investments.

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

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

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

            (h) In the case of the Mortgage Loans set forth on Schedule XII, as
to which the Scheduled Payment is due in a calendar month on a Due Date
(including any grace period) that may occur after the end of the Collection
Period ending in such calendar month, subject to Section 4.4, the applicable
Master Servicer shall, unless the Scheduled Payment is received before the end
of the 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 Accounts and
Interest Reserve Accounts

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

            (i) Fees: Each Master Servicer shall pay (A) to itself Late Fees (in
      excess of amounts used to pay Advance Interest) relating to Mortgage Loans
      which are not Specially Serviced Mortgage Loans, 100% of any Modification
      Fees relating to Mortgage Loans which are not Specially Serviced Mortgage
      Loans (except with respect to the UCMFI Loans with respect to which the
      Special Servicer shall receive 50% of such fees with respect to matters
      requiring the consent of the Special Servicer) as provided in Section
      8.18(b), 100% of assumption application fees relating to Mortgage Loans
      that are not Specially Serviced Mortgage Loans, 50% of any assumption fees
      relating to Mortgage Loans which are not Specially Serviced Mortgage Loans
      that require Special Servicer approval or 100% of any assumption fees
      relating to Mortgage Loans which are not Specially Serviced Mortgage Loans
      that, with respect to the assignment, assumption or substitution (a) the
      consent of the Special Servicer was not required or (b) is "expressly
      permitted" pursuant to the terms of the related Mortgage Loan as payable
      under Section 8.7(a) or 8.7(d), 100% of any extension fees payable under
      Section 8.10 or other fees payable to each such Master Servicer hereunder;
      provided that any such fees described in (A) hereof shall be divided
      between such Master Servicer and any related Primary Servicer as set forth
      in the applicable Primary Servicing Agreement and (B) directly to the
      applicable Special Servicer, 50% of any assumption fees on Mortgage Loans
      which are not Specially Serviced Mortgage Loans and for which with respect
      to the assignment, assumption or substitution (a) the consent of the
      Special Servicer was required or (b) is not "expressly permitted" pursuant
      to the terms of the related Mortgage Loan as payable under Section 8.7(a)
      or 8.7(d) and, to the extent deposited into a Certificate Account, all
      assumption fees (including assumption application fees) relating to
      Specially Serviced Mortgage Loans and, to the extent provided in Section
      9.11(c), Late Fees, Modification Fees and other fees collected on
      Specially Serviced Mortgage Loans, in each case to the extent provided for
      herein from funds paid by or on behalf of the applicable Mortgagor and, to
      the extent provided in Section 9.11(c), default interest (in excess of
      Advance Interest arising only from that particular Specially Serviced
      Mortgage Loan for which the Late Fees or default interest were collected);

            (ii) Servicing Advances (including amounts later determined to be
      Nonrecoverable Advances): in the case of all Mortgage Loans, subject to
      subsection (iv) of Section 5.2(a)(II) below, to reimburse or pay to the
      Master Servicers, the Special Servicers and the Trustee, pursuant to
      Section 4.6, (x) prior to a Final Recovery Determination or determination
      in accordance with Section 4.4 that any Servicing Advance is a
      Nonrecoverable Advance, Servicing Advances on the related Mortgage Loan
      from payments made by or on behalf of the related Mortgagor of the amounts
      to which a Servicing Advance relates or from REO Income from the related
      REO Property or from Liquidation Proceeds, Condemnation Proceeds,
      Insurance Proceeds or Purchase Proceeds and, to the extent that a
      Servicing Advance has been or is being reimbursed, any related Advance
      Interest thereon first, from Late Fees and default interest collected
      during the Collection Period, and then from Excess Liquidation Proceeds
      then available and then from any other amounts on deposit in the
      applicable Certificate Account (or, if not available from such Certificate
      Account, the other Certificate Account); provided that Late Fees and
      default interest will be applied on a "loan by loan basis" (under which
      Late Fees and default interest paid with respect to each Mortgage Loan,
      will be offset against the Advance Interest incurred and unpaid with
      respect to the particular Mortgage Loan, on or after the Cut Off Date), to
      the payment of Advance Interest incurred on or after the Cut Off Date and
      unpaid on all Advances on such Mortgage Loan; provided, further, that if
      both the General Master Servicer and the General Special Servicer have
      outstanding Servicing Advances at the same time, because the General
      Master Servicer did not reimburse the General Special Servicer for such
      Servicing Advance as provided in Section 4.3 hereof, and amounts on
      deposit in the Certificate Account are not sufficient to reimburse both
      such Servicing Advances with interest thereon, then such Servicing Advance
      with respect to the subject Mortgage Loan made by the General Special
      Servicer shall be reimbursed first until paid in full or (y) after a Final
      Recovery Determination or determination that any Servicing Advance on the
      related Mortgage Loan is a Nonrecoverable Advance, any Servicing Advances
      made on the related Mortgage Loan or REO Property from any funds on
      deposit in the applicable Certificate Account (or, if not available from
      such Certificate Account, the other Certificate Account) (regardless of
      whether such amount was recovered from the applicable Mortgage Loan or REO
      Property) and pay Advance Interest thereon first, from Late Fees and
      default interest collected during the Collection Period (applying such
      Late Fees and default interest on a "loan by loan basis" to the payment of
      Advance Interest incurred and unpaid on all Advances on such Mortgage Loan
      arising on or after the Cut Off Date), then from Excess Liquidation
      Proceeds then available and then from any other amounts on deposit in the
      applicable Certificate Account (notwithstanding anything herein to the
      contrary each Master Servicer shall reimburse itself or such other party
      pursuant to Section 4.4(b));

            (iii) P&I Advances (including amounts later to be determined to be
      Nonrecoverable Advances): in the case of the Mortgage Loans, subject to
      subsection (iv) of Section 5.2(a)(II) below, to reimburse or pay to each
      Master Servicer and the Trustee, 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 allocable to the related
      Mortgage Loan and, to the extent that a P&I Advance has been or is being
      reimbursed, any related Advance Interest thereon, first, from Late Fees
      and default interest collected during the Collection Period and allocable
      to such Mortgage Loan, and then from Excess Liquidation Proceeds then
      available and then from any other amounts on deposit in the applicable
      Certificate Account (or, if not available from such Certificate Account,
      the other Certificate Account); provided that Late Fees and default
      interest will be applied on a "loan-by-loan basis" (under which Late Fees
      and default interest paid with respect to each Mortgage Loan will be
      offset against the Advance Interest incurred and unpaid with respect to
      the particular Mortgage Loan on or after the Cut-Off Date) or (y) if after
      a Final Recovery Determination or determination in accordance with Section
      4.4 that any P&I Advance on the related Mortgage Loan is a Nonrecoverable
      Advance, for any Mortgage Loan, any P&I Advances made on the related
      Mortgage Loan or REO Property from any funds on deposit in the applicable
      Certificate Account (or, if not available from such Certificate Account,
      the other Certificate Account) (regardless of whether such amount was
      recovered from the applicable Mortgage Loan or REO Property) and any
      Advance Interest thereon, first, from Late Fees and default interest
      collected during the Collection Period allocable to such Mortgage Loan
      (applying such Late Fees and default interest on a "loan-by-loan basis,"
      to the payment of Advance Interest incurred and unpaid on all Advances on
      such Mortgage Loan incurred on or after the Cut-Off Date), then from
      Excess Liquidation Proceeds then available and then from any other amounts
      on deposit in the applicable Certificate Account (or, if not available
      from such Certificate Account, the other Certificate Account);

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

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

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

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

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

            (xi) Distribution Account: other than amounts held for payment in
      future periods or pursuant to clause (xii) below, to make payment on each
      Master Servicer Remittance Date of the remaining amounts in the applicable
      Certificate Accounts (excluding Excess Interest, Additional L-3 Interest
      and Excess Liquidation Proceeds) into the Distribution Account (or in the
      case of any Excess Interest or Additional L-3 Interest, deposit to the
      Excess Interest Sub-account), the obligation to make such payments to be
      offset by the amount of any Net Swap Payment, as set forth in Section
      8.30(b) and Section 6.12;

            (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
      Accounts pursuant to Section 8.29.

            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 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 to abstain from obtaining reimbursement) for
      Nonrecoverable Advances under certain circumstances in its sole
      discretion. 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 applicable Master Servicer's (or, if applicable, the
      Trustee's) exercise of its sole discretion authorized by subsection (iv)
      below.

            (iii) Reimbursements of Workout-Delayed Reimbursement Amounts: Each
      Master Servicer, each Special Servicer and the Trustee, 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
      amounts in the Certificate Account allocable to principal 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 amounts in the Certificate Account
      allocable to 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
      amounts in the Certificate Account allocable to principal pursuant to the
      preceding sentence.

            (iv) Reimbursement of Nonrecoverable Advances; Sole Discretion to
      Abstain from Reimbursements of Certain Nonrecoverable Advances: To the
      extent that Section 5.2(a)(I) otherwise entitles the applicable Master
      Servicer, Special Servicer or Trustee to reimbursement for any
      Nonrecoverable Advance (including Workout Delayed Reimbursement Amounts
      that have been determined by a Master Servicer, Special Servicer or the
      Trustee to be Nonrecoverable Advances) (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 principal collections and
      recoveries on 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 principal collections on 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, 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 collections and recoveries
      on the Mortgage Loans for such Collection Period (and Advance Interest
      thereon), the applicable Master Servicer (and the applicable Special
      Servicer or the Trustee, 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 discretion (subject to the
      requirement below that the applicable Master Servicer may not defer any
      reimbursement for more than 6 Collection Periods without the consent of
      the Operating Advisor), 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, however, that no deferment shall be
      more than the amount by which the Nonrecoverable Advances (and Advance
      Interest thereon) exceed the amount of principal on collection in the
      Certificate Account. The applicable Master Servicer or applicable Special
      Servicer, in considering whether an Advance is a Nonrecoverable Advance,
      shall be entitled to give due regard to the existence of any outstanding
      Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with
      respect to other Mortgage Loans which, at the time of such consideration,
      the reimbursement of which is being deferred or delayed by the applicable
      Master Servicer, applicable Special Servicer or the Trustee because there
      is insufficient principal available for such reimbursement, in light of
      the fact that proceeds on the related Mortgage Loan are a source of
      reimbursement not only for the P&I Advance or Servicing Advance under
      consideration, but also as a potential source of reimbursement of such
      Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is or
      may be being deferred or delayed. In connection with a potential election
      by the applicable Master Servicer, Special Servicer or Trustee to abstain
      from the reimbursement of a particular Nonrecoverable Advance or portion
      thereof during the Collection Period for any Distribution Date, the
      applicable Master Servicer (or the applicable Special Servicer or the
      Trustee, as applicable) shall 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. Notwithstanding
      the foregoing, the applicable Master Servicer (or the applicable Special
      Servicer or the Trustee, as applicable) may defer the above reimbursement
      for no more than 6 Collection Periods without the consent of the Operating
      Adviser and, in any event, 12 Collection Periods in the aggregate. If the
      applicable Master Servicer (or the applicable Special Servicer or the
      Trustee, as applicable), determines, in its sole discretion, that its
      ability to fully recover the Nonrecoverable Advances has been compromised,
      then the applicable Master Servicer (or the applicable Special Servicer or
      the Trustee, as applicable) will be entitled to immediate reimbursement of
      such Nonrecoverable Advance plus interest thereon at the Advance Rate. The
      agreement of the applicable Master Servicer (or the applicable Special
      Servicer or the Trustee, as applicable) to defer reimbursement of such
      Nonrecoverable Advances shall not be construed as an obligation on the
      part of such applicable Master Servicer (or the applicable Special
      Servicer or the Trustee, as applicable), or a right of the
      Certificateholders. No such deferment shall be deemed to create in the
      Certificateholders a right to prior payment of distributions over such
      Master Servicer's, Special Servicer's or the Trustee's right to
      reimbursement for Advances. Deferred Advances shall continue to earn
      interest at the Advance Rate. In all events the decision to defer
      reimbursement or seek immediate reimbursement of Nonrecoverable Advances
      shall be deemed to be in accordance with the Servicing Standard.

            None of the Master Servicers, the Special Servicers or the Trustee
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 a Master Servicer (or the applicable Special
Servicer or the Trustee, 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 such
Master Servicer (or the applicable Special Servicer or the Trustee, 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 such Master Servicer (or the applicable Special Servicer or the
Trustee, as applicable) to otherwise be reimbursed for such Nonrecoverable
Advance (and Advance Interest thereon). Any election by a Master Servicer, a
Special Servicer or the Trustee 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
Servicers, the Special Servicers, the Trustee or the other parties to this
Agreement shall have any liability to one another or to any of the
Certificateholders 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 Servicers, the Special Servicers or the Trustee 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.

            To the extent that amounts in the Certificate Account allocable to
principal are not sufficient to fully reimburse any Nonrecoverable Advance (with
interest thereon) in any Collection Period and a Master Servicer, a Special
Servicer or the Trustee, as applicable, does not intend to exercise its sole
discretion to defer the reimbursement of such amounts to a subsequent Collection
Period, then the applicable Special Servicer, the applicable Master Servicer or
the Trustee, as applicable, shall give the Rating Agencies at least 15 days
notice prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Certificate Account allocable to interest on the Mortgage Loans unless
(1) the applicable Special Servicer, the applicable Master Servicer or the
Trustee, as applicable, determines in its sole discretion that waiting 15 days
after such a notice could jeopardize such Special Servicer's, such Master
Servicer's or the Trustee's, as applicable, ability to recover such
Nonrecoverable Advances, (2) changed circumstances or new or different
information becomes known to the applicable Special Servicer, the applicable
Master Servicer or the Trustee, as applicable, that could affect or cause a
determination of whether any Advance is a Nonrecoverable Advance, whether to
defer reimbursement of a Nonrecoverable Advance or the determination in clause
(1) above, or (3) the applicable Special Servicer or the applicable Master
Servicer, as applicable, has not timely received from the Trustee information
requested by the applicable Special Servicer or the applicable Master Servicer,
as applicable, to consider in determining whether to defer reimbursement of a
Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the
applicable Special Servicer, the applicable Master Servicer or the Trustee, as
applicable, shall give Rating Agencies notice of an anticipated reimbursement to
it of Nonrecoverable Advances from amounts in the Certificate Account allocable
to interest on the Mortgage Loans as soon as reasonably practicable in such
circumstances.

            (v) Reimbursement Rights of the Master Servicers, Special Servicers
      and Trustee Are Senior: Nothing in this Agreement shall be deemed to
      create in any Certificateholder a right to prior payment of distributions
      over the applicable Master Servicer's, the applicable Special Servicer's
      or the Trustee'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).

            (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal
Prepayments received after the related Collection Period, or other amounts not
distributable on the related Distribution Date, shall be held in the applicable
Certificate 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 (i) the Mortgage Loans
set forth on Schedule XII, for which a Scheduled Payment (including any Balloon
Payment) is due in a month on a Due Date (including any grace period) that is
scheduled to occur after the end of the Collection Period in such month, sums
received by the applicable Master Servicer with respect to such Scheduled
Payment but after the end of such Collection Period shall be applied by such
Master Servicer to reimburse any related P&I Advance made pursuant to Section
5.1(h), and such Master Servicer shall remit to the Distribution Account on any
Master Servicer Remittance Date for a Collection Period any such Scheduled
Payments (including any Balloon Payments) received after the end of such
Collection Period but no later than the Business Day immediately preceding such
Master Servicer Remittance Date on such Mortgage Loans set forth on Schedule
XII, and (ii) the Mortgage Loans set forth on Schedule XIII, for which a
voluntary Principal Prepayment is permitted on any day of the month without the
payment of a full month's interest, the applicable Master Servicer with respect
to such Principal Prepayment shall remit to the Trustee for deposit into the
Distribution Account on any Master Servicer Remittance Date for a Collection
Period any Principal Prepayments received after the end of such Collection
Period but no later than the Business Day immediately preceding such Master
Servicer Remittance Date on such Mortgage Loans set forth on Schedule XIII. In
connection with the deposit of any Scheduled Payments and Principal Prepayments
to the Distribution Account in accordance with the immediately preceding
sentence, the applicable Master Servicer shall promptly notify the Paying Agent
and the Paying Agent 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 applicable Master Servicer nor the Paying Agent nor the Trustee
shall be liable or held responsible for any resulting delay or failure or any
claims or costs incurred 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 preceding proviso shall be deemed to
have been collected in the prior Collection Period.

            (c) On each Master Servicer Remittance Date in March of every year
commencing in March 2006, each Master Servicer shall withdraw all related
amounts then in the applicable Interest Reserve Accounts and deposit such
amounts into the Distribution Account.

            Section 5.3  Distribution Account, Excess Interest Sub-account,
Reserve Account and Floating Rate Account

            (a) The Paying Agent, on behalf of the Trustee shall establish (with
respect to clause (i), on or prior to the Closing Date, and with respect to
clause (ii), on or prior to the date the Paying Agent determines is necessary)
and maintain in its name, on behalf of the Trustee, (i) an account (the
"Distribution Account"), which shall include a certain sub-account (the "Excess
Interest Sub-account") to be held in trust for the benefit of the Holders until
disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo Bank,
N.A., as Trustee, in trust for the benefit of the Holders of Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10,
Distribution Account" and (ii) an account (the "Reserve Account") to be held in
trust for the benefit of the holders of interests in the Trust until disbursed
pursuant to the terms of this Agreement, titled: "Wells Fargo Bank, N.A., as
Trustee, in trust for the benefit of the Holders of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10, 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 the Reserve Account shall be held separate and apart from and shall
not be commingled with any other monies including, without limitation, other
monies of the Paying Agent held under this Agreement. The Excess Interest
Sub-account and the Reserve Account shall be deemed sub-accounts of the
Distribution Account.

            Funds in the Distribution Account may be invested and, if invested,
shall be invested by, and at the risk of, the Paying Agent in Eligible
Investments selected by the Paying Agent which shall mature, unless payable on
demand, not later than such time on the Distribution Date which will allow the
Paying Agent to make withdrawals from the Distribution Account under Section
5.3(b), and any such Eligible Investment shall not be sold or disposed of prior
to its maturity unless payable on demand. All such Eligible Investments shall be
made in the name of "Wells Fargo Bank, N.A., as Trustee in trust for the benefit
of the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ10." None of the Depositor, the
Mortgagors, the Special Servicers, the Master Servicers, the Primary Servicers
or the Trustee shall be liable for any loss incurred on such Eligible
Investments.

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

            (b) Except as set forth in the next succeeding sentences, the Paying
Agent shall deposit into the Distribution Account or the Reserve Account, as
applicable, on the Business Day received, all moneys remitted by the Master
Servicers pursuant to this Agreement, including P&I Advances made by the Master
Servicers and the Trustee, other than Excess Liquidation Proceeds, into the
Distribution Account and all Excess Liquidation Proceeds into the Reserve
Account. The Paying Agent shall deposit amounts constituting collections of
Excess Interest on the Mortgage Loans and Additional L-3 Interest into the
Excess Interest Sub-account. Subject to Section 5.1(h), on any Master Servicer
Remittance Date, none of the Master Servicers shall have any duty to remit to
the Distribution Account any amounts other than amounts held in the applicable
Certificate Accounts and collected during the related Collection Period as
provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount,
and, on the Master Servicer Remittance Date occurring in March of any year,
commencing in March 2006, related amounts held in the applicable Interest
Reserve Accounts. The Paying Agent shall make withdrawals from the Distribution
Account (including the Excess Interest Sub-account) and the Reserve Account only
for the following purposes:

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

            (ii) to pay any amounts payable to the Master Servicers, the Primary
      Servicers, the Special Servicers and the Trustee (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
      Sections 6.5 and 6.11, to make distributions to the Class A-3-1FL Grantor
      Trust in respect of the Class A-3-1FL Regular Interest; and

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

            (c) On or before the Closing Date, the Paying Agent shall establish
and maintain the Floating Rate Account for the benefit of the Class A-3-1FL
Certificateholders, which may be a sub-account of the Distribution Account. The
Floating Rate Account shall (i) at all times be an Eligible Account, (ii) be
entitled: "Wells Fargo Bank, N.A., as Trustee, in trust for Holders of the
Morgan Stanley Capital I Trust 2005-IQ10, Floating Rate Account, Class A-3-1FL"
and (iii) relate solely to the Class A-3-1FL Certificates, and the Paying Agent
shall have the exclusive right to withdraw funds therefrom. The Paying Agent
shall deposit into the Floating Rate Account on or prior to each Distribution
Date an amount equal to those amounts payable under the related Class A-3-1FL
Regular Interest (net of any payments to the Swap Counterparty made pursuant to
Section 8.30(b) hereof) pursuant to Article VI hereof and shall deposit into the
Floating Rate Account all amounts received on the Swap Contract in respect of
such Distribution Date. Amounts in the Floating Rate Account shall be held
uninvested. The Paying Agent shall make withdrawals from the Floating Rate
Account under its control in the following order of priority and only for the
following purposes:

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

            (ii) to make any payments to the Swap Counterparty in accordance
      with this Agreement and the applicable Swap Contract;

            (iii) to make distributions to the Holders of the Class A-3-1FL
      Certificates pursuant to Section 6.12;

            (iv) to withdraw termination payments to purchase a replacement Swap
      Contract, if applicable;

            (v) to pay the costs and expenses incurred by the Trustee in
      connection with enforcing the rights of the Trust under the Swap Contract;
      provided that the Trustee shall only be permitted to incur and reimburse
      itself out of the Floating Rate Account with respect to any such costs and
      expenses which are in excess of any termination payment received from the
      Swap Counterparty and not otherwise applied to offset the expense of
      entering into a replacement Swap Contract if it has received either the
      written consent of 100% of the holders of the affected Class A-3-1FL
      Certificates or the written confirmation of each Rating Agency then rating
      such Class A-3-1F Certificates that such action or event will not result
      in the reduction, qualification or withdrawal of its then current rating
      for such Class A-3-1FL Certificates (the expense of such confirmation to
      be borne by the holders of the Class A-3-1FL Certificates); and

            (vi) to clear and terminate the Floating Rate Account pursuant to
      Section 9.1.

            (d) On or before 3:00 p.m. New York time on each Master Servicer
Remittance Date, the Paying Agent shall pay all amounts due to the Swap
Counterparty pursuant to the Swap Contract.

            Section 5.4  Paying Agent Reports

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

            In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicers and the
Special Servicers and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports (including the Property File
on or prior to each Distribution Date, commencing in December 2005). The Paying
Agent shall provide access to the Restricted Servicer Reports, upon request, to
each Certificateholder and any prospective Certificateholder or Certificate
Owner, each of the parties to this Agreement, each of the Rating Agencies, each
of the Underwriters, the Operating Adviser, the Placement Agent 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, any Placement Agent or any Underwriter. For
assistance with the above-mentioned Paying Agent services, Certificateholders or
any party hereto may initially call 301-815-6600.

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

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

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

            (d) Reserved.

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

            (f) Copies (or computer diskettes or other digital or electronic
formats of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items of this Section 5.4 shall be made available
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be permitted to require payment by the requesting party (other than the
Depositor, the Master Servicers, the Special Servicers, the Swap Counterparty,
the Trustee, 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 Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

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

            Section 5.5  Paying Agent Tax Reports

            The Paying Agent shall perform all reporting and other tax
compliance duties that are the responsibility of each REMIC Pool, the Class
A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust under the Code,
REMIC Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority, as applicable. Consistent with
this Pooling and Servicing Agreement, the Paying Agent shall provide or cause to
be provided (i) to the United States Department of Treasury or other Persons
(including, but not limited to, the Transferor of a Class R-I, Class R-II or
Class R-III Certificate, to a Disqualified Organization or to an agent that has
acquired a Class R-I, Class R-II or Class R-III Certificate on behalf of a
Disqualified Organization) such information as is necessary for the application
of any tax relating to the transfer of a Class R-I, Class R-II or Class R-III
Certificate to any Disqualified Organization and (ii) to the Certificateholders
such information or reports as are required by the Code or REMIC Provisions.
Each Master Servicer shall on a timely basis provide the Paying Agent with such
information concerning the Mortgage Loans as is necessary for the preparation of
the tax or information returns or receipts of each REMIC Pool, the Class A-3-1FL
Grantor Trust and the Class EI/Class EI-L3 Grantor Trust as the Paying Agent may
reasonably request from time to time. Each Special Servicer is required to
provide to the applicable Master Servicers all information in its possession
with respect to the Specially Serviced Mortgage Loans and REO Property in order
for such Master Servicers to comply with its obligations under this Section 5.5.
The Paying Agent shall be entitled to conclusively rely on any such information
provided to it by the Master Servicers or the Special Servicers and shall have
no obligation to verify any such information.


                                   ARTICLE VI

                                  DISTRIBUTIONS

            Section 6.1  Distributions Generally

            Subject to Section 10.2(a), respecting the final distribution on the
Certificates, on each Distribution Date, the Paying Agent shall (1) first,
withdraw from the Distribution Account and pay to the Trustee any unpaid fees,
expenses and other amounts then required to be paid pursuant to this Agreement,
and then, to the Paying Agent, any unpaid fees, expenses and other amounts then
required to be paid pursuant to this Agreement, and then at the written
direction of each Master Servicer, withdraw from the Distribution Account and
pay to such Master Servicers, the Primary Servicers and the Special Servicers
any unpaid servicing compensation or other amounts currently required to be paid
pursuant to this Agreement (to the extent not previously retained or withdrawn
by the Master Servicers from the applicable Certificate Accounts), and (2)
second, make distributions in the manner and amounts set forth below.

            Each distribution to Holders of Certificates shall be made by check
mailed to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Paying Agent on or prior
to the related Record Date (or upon standing instructions given to the Paying
Agent on the Closing Date prior to any Record Date, which instructions may be
revoked at any time thereafter upon written notice to the Paying Agent five days
prior to the related Record Date) made by a Certificateholder by wire transfer
in immediately available funds to an account specified in the request of such
Certificateholder; provided that (i) remittances to the Paying Agent shall be
made by wire transfer of immediately available funds to the Distribution Account
and the Reserve Account; and (ii) the final distribution in respect of any
Certificate shall be made only upon presentation and surrender of such
Certificate at such location specified by the Paying Agent in a notice delivered
to Certificateholders pursuant to Section 10.2(a). If any payment required to be
made on the Certificates is to be made on a day that is not a Business Day, then
such payment will be made on the next succeeding Business Day without
compensation for such delay. All distributions or allocations made with respect
to Holders of Certificates of a Class on each Distribution Date shall be made or
allocated among the outstanding Interests in such Class in proportion to their
respective initial Certificate Balances or Percentage Interests for the Class X
Certificates.

            Section 6.2  REMIC I

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

            (i) from the portion of the Available Distribution Amount
      attributable to interest collected or deemed collected on or with respect
      to each Mortgage Loan or related REO Property, Distributable Certificate
      Interest to each Corresponding REMIC I Regular Interest;

            (ii) from the portion of the Available Distribution Amount,
      attributable to principal collected or deemed collected on or with respect
      to each Mortgage Loan or related REO Property, principal to the
      Corresponding REMIC I Regular Interest (other than the Group X-Y REMIC I
      Regular Interests), until the Certificate Balance thereof is reduced to
      zero;

            (iii) any remaining funds with respect to each Mortgage Loan or
      related REO Property, to reimburse any Realized Losses previously
      allocated to the REMIC I Regular Interests (other than the Group X-Y REMIC
      I Regular Interests), plus interest on such Realized Losses at the related
      REMIC I Net Mortgage Rate previously allocated thereto; and

            (iv) thereafter, to the Class R-I Certificateholders, at such time
      as the Certificate Balance of all Classes of REMIC I Regular Interests
      have been reduced to zero, and Realized Losses previously allocated
      thereto have been reimbursed to the Holders of the REMIC I Regular
      Interests, any amounts remaining with respect to each Mortgage Loan or
      related REO Property, to the extent of the Trust's interest therein.

            Section 6.3  REMIC II

            (a) On each Distribution Date, the Paying Agent shall be deemed to
distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, amounts distributable to any Class of Principal Balance Certificates
(or, in the case of the Class A-3-1FL Certificates, distributable to the Class
A-3-1FL Regular Interest) pursuant to Section 6.5 or Section 10.1 to its
Corresponding REMIC II Regular Interest set forth in the Preliminary Statement
hereto; provided that interest shall be deemed to have been distributed pro rata
among two or more Corresponding REMIC II Regular Interests that correspond to a
Class of Principal Balance Certificates (or, in the case of the Class A-3-1FL
Certificates, distributed to the Class A-3-1FL Regular Interest); and provided,
further, that distributions of principal:

            (i) with respect to the Class A-1 Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest A-1-1; second, to REMIC II Regular Interest A-1-2; and
      third to REMIC II Regular Interest A-1-3; in each case, until their
      respective Certificate Balances are reduced to zero;

            (ii) with respect to the Class A-1A Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest A-1A-1; second, to REMIC II Regular Interest A-1A-2;
      third, to REMIC II Regular Interest A-1A-3; fourth, to REMIC II Regular
      Interest A-1A-4; fifth, to REMIC II Regular Interest A-1A-5; sixth, to
      REMIC II Regular Interest A-1A-6; seventh, to REMIC II Regular Interest
      A-1A-7; eighth, to REMIC II Regular Interest A-1A-8 and ninth, to REMIC II
      Regular Interest A-1A-9; in each case, until their respective Certificate
      Balances are reduced to zero;

            (iii) with respect to the Class A-2 Certificates, shall be deemed to
      have been distributed from REMIC II to REMIC III in respect of REMIC II
      Regular Interest A-2, until its Certificate Balance is reduced to zero;

            (iv) with respect to the Class A-3-1FL Regular Interest, shall be
      deemed to have first been distributed from REMIC II to REMIC III in
      respect of REMIC II Regular Interest A-3-1FL-1; second, to REMIC II
      Regular Interest A-3-1FL-2; third, to REMIC II Regular Interest A-3-1FL-3
      and fourth, to REMIC II Regular Interest A-3-1FL-4; in each case, until
      their respective Certificate Balances are reduced to zero;

            (v) with respect to the Class A-3-1 Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest A-3-1-1; second, to REMIC II Regular Interest A-3-1-2;
      third, to REMIC II Regular Interest A-3-1-3 and fourth, to REMIC II
      Regular Interest A-3-1-4; in each case, until their respective Certificate
      Balances are reduced to zero;

            (vi) with respect to the Class A-3-2 Certificates, shall be deemed
      to have first been distributed from REMIC II to REMIC III in respect of
      REMIC II Regular Interest A-3-2-1 and second, to REMIC II Regular Interest
      A-3-2-2; in either case, until their respective Certificate Balances are
      reduced to zero;

            (vii) with respect to the Class A-AB Certificates, shall be deemed
      to have first been distributed from REMIC II to REMIC III in respect to of
      REMIC II Regular Interest A-AB-1 and second, to REMIC II Regular Interest
      A-AB-2; in either case, until their respective Certificate Balances are
      reduced to zero;

            (viii) with respect to the Class A-4A Certificates, shall be deemed
      to have first been distributed from REMIC II to REMIC III in respect of
      REMIC II Regular Interest A-4A-1; second, to REMIC II Regular Interest
      A-4A-2 and third, to REMIC II Regular Interest A-4A-3; in each case, until
      their respective Certificate Balances are reduced to zero;

            (ix) with respect to the Class A-4B Certificates, shall be deemed to
      have been distributed from REMIC II to REMIC III in respect of REMIC II
      Regular Interest A-4B, until its Certificate Balance is reduced to zero;

            (x) with respect to the Class B Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest B-1; second, to REMIC II Regular Interest B-2; and
      third, to REMIC II Regular Interest B-3; in each case, until their
      respective Certificate Balances are reduced to zero;

            (xi) with respect to the Class C Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest C-1; and second, to REMIC II Regular Interest C-2; in
      each case, until their respective Certificate Balances are reduced to
      zero;

            (xii) with respect to the Class D Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest D-1; second, to REMIC II Regular Interest D-2; and
      third, to REMIC II Regular Interest D-3; in each case, until their
      respective Certificate Balances are reduced to zero;

            (xiii) with respect to the Class F Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest F-1; and second, to REMIC II Regular Interest F-2; in
      each case, until their respective Certificate Balances are reduced to
      zero;

            (xiv) with respect to the Class G Certificates, shall be deemed to
      have been distributed from REMIC II to REMIC III in respect of REMIC II
      Regular Interest G. until its Certificate Balance is reduced to zero; and

            (xv) with respect to the Class H Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest H-1; and second, to REMIC II Regular Interest H-2; in
      each case, until their respective Certificate Balances are reduced to
      zero.

            (b) All distributions made in respect of the Class X-1 and Class X-2
Certificates on each Distribution Date pursuant to Section 6.5 or Section 10.1,
and allocable to any particular Component of such Class of Certificates in
accordance with the last paragraph of Section 6.5(a), shall be deemed to have
first been distributed from REMIC II to REMIC III in respect of such Component's
Corresponding REMIC II Regular Interest. All distributions made in respect of
the Class X-Y Certificates on each Distribution Date pursuant to Section 6.5 or
Section 10.1 shall be deemed distributed to REMIC II Regular Interest X-Y. All
distributions of reimbursements of Realized Losses made in respect of any Class
of Principal Balance Certificates (or, in the case of the Class A-3-1FL
Certificates, in respect of the Class A-3-1FL Regular Interest) on each
Distribution Date pursuant to Section 6.5 shall be deemed to have first been
distributed from REMIC II to REMIC III in respect of its Corresponding REMIC II
Regular Interest set forth in the Preliminary Statement hereto; provided,
however, that distributions of reimbursements of Realized Losses shall be made
in reverse sequential order and priority as such as Realized Losses were
previously allocated to a particular Component of such Class of Certificates.
Any amounts remaining in the Distribution Account with respect to REMIC II on
any Distribution Date after the foregoing distributions shall be distributed to
the holders of the Class R-II Certificates.

            Section 6.4  Reserved

            Section 6.5  REMIC III

            (a) On each Distribution Date, the Paying Agent shall withdraw from
the Distribution Account an amount equal to the Available Distribution Amount
and shall distribute such amount (other than the amount attributable to Excess
Liquidation Proceeds which shall be distributed in accordance with Section
6.5(b), the amount attributable to Excess Interest which shall be distributed in
accordance with Section 6.5(c), the amount attributable to Additional L-3
Interest which shall be distributed in accordance with Section 6.5(d) and the
amount equal to any Net Swap Payment that was deemed distributed in respect of
the Class A-3-1FL Regular Interest on the immediately preceding Master Servicer
Remittance Date pursuant to Section 8.30(b)) in the following amounts and order
of priority:

            (i) to the Holders of the Class A-1 Certificates, Class A-1A
      Certificates, Class A-2 Certificates, Class A-3-1FL Regular Interest,
      Class A-3-1 Certificates, Class A-3-2 Certificates, Class A-AB
      Certificates, Class A-4 Certificates, Class X-1 Certificates, Class X-2
      Certificates and Class X-Y Certificates, concurrently,

                  (A) to the Holders of the Class A-1 Certificates, Class A-2
            Certificates, Class A-3-1FL Regular Interest, Class A-3-1
            Certificates, Class A-3-2 Certificates, Class A-AB Certificates and
            Class A-4 Certificates, the Distributable Certificate Interest
            Amount in respect of such Class for such Distribution Date (which
            shall be payable from amounts in the Available Distribution Amount
            attributable to Loan Group 1), pro rata in proportion to the
            Distributable Certificate Interest Amount payable in respect of each
            such Class; provided, that the interest distributed to the Holders
            of the Class A-4 Certificates will be applied first to the Class
            A-4A Certificates up to their Distributable Certificate Interest
            Amount and then to the Class A-4B Certificates up to their
            Distributable Certificate Interest Amount;

                  (B) to the Holders of the Class A-1A Certificates, the
            Distributable Certificate Interest Amount in respect of such Class
            for such Distribution Date (which shall be payable from amounts in
            the Available Distribution Amount attributable to Loan Group 2);

                  (C) to the Holders of the Class X-1 Certificates, Class X-2
            Certificates and Class X-Y Certificates, the Distributable
            Certificate Interest Amount in respect of each such Class for such
            Distribution Date, pro rata in proportion to the Distributable
            Certificate Interest Amount payable in respect of each such Class;

            provided, however, that if the portion of Available Distribution
            Amount attributable to either Loan Group is insufficient to pay in
            full the total amount of interest to be distributed with respect to
            any of the Class A or Class X Certificates on such Distribution Date
            as described above, the Available Distribution Amount will be
            allocated among the Class A Certificates and the Class X
            Certificates, pro rata in proportion to the respective amounts of
            interest payable thereon for such Distribution Date, without regard
            to Loan Group, provided that interest distributed to the Holders of
            the Class A-4 Certificates will be applied first to the Class A 4A
            Certificates up to their interest entitlement and then to the Class
            A-4B Certificates up to their interest entitlement;

            (ii) (A) to the holders of the Class A-1, Class A-1A, Class A-2,
      Class A-3-1, Class A-3-2, Class A-AB and Class A-4 Certificates and the
      Class A-3-1FL Regular Interest,

                        (1) first, to the Holders of the Class A-AB
                  Certificates, the Loan Group 1 Principal Distribution Amount
                  for such Distribution Date and, after the Certificate Balance
                  of the Class A-1A Certificates has been reduced to zero, the
                  Loan Group 2 Principal Distribution Amount for such
                  Distribution Date, until the aggregate Certificate Balance of
                  the Class A-AB Certificates has been reduced to the Planned
                  Principal Balance for such Distribution Date; the portion of
                  the Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-1A Certificates;

                        (2) second, upon payment to the Class A-AB Certificates
                  of the above distribution, to the Holders of the Class A-1
                  Certificates, the Loan Group 1 Principal Distribution Amount
                  for such Distribution Date and, after the Certificate Balance
                  of the Class A-1A Certificates has been reduced to zero, the
                  Loan Group 2 Principal Distribution Amount for such
                  Distribution Date, until the aggregate Certificate Balance of
                  the Class A-1 Certificates has been reduced to zero; the
                  portion of the Loan Group 1 Principal Distribution Amount and
                  Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-AB Certificates (in respect of
                  the Planned Principal Balance) and (solely with respect to the
                  Loan Group 2 Principal Distribution Amount) Class A-1A
                  Certificates;

                        (3) third, 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 Loan Group 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Certificate Balance of the Class A-1A Certificates
                  has been reduced to zero, the Loan Group 2 Principal
                  Distribution Amount, until the aggregate Certificate Balance
                  of the Class A-2 Certificates has been reduced to zero; the
                  portion of the Loan Group 1 Principal Distribution Amount and
                  Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-AB Certificates (in respect of
                  the Planned Principal Balance), Class A-1 Certificates and
                  (solely with respect to the Loan Group 2 Principal
                  Distribution Amount) Class A-1A Certificates;

                        (4) fourth, upon payment in full of the aggregate
                  Certificate Balance of the Class A-2 Certificates, to the
                  Holders of the Class A-3-1 Certificates and the Class A-3-1FL
                  Regular Interest, pro rata, the Loan Group 1 Principal
                  Distribution Amount for such Distribution Date and, after the
                  Certificate Balance of the Class A-1A Certificates has been
                  reduced to zero, the Loan Group 2 Principal Distribution
                  Amount, until the aggregate Certificate Balances of the Class
                  A-3-1 Certificates and the Class A-3-1FL Regular Interest have
                  been reduced to zero; the portion of the Loan Group 1
                  Principal Distribution Amount and Loan Group 2 Principal
                  Distribution Amount distributed hereunder will be reduced by
                  any portion thereof distributed to the Holders of the Class
                  A-AB Certificates (in respect of the Planned Principal
                  Balance), Class A-1 Certificates, Class A-2 Certificates and
                  (solely with respect to the Loan Group 2 Principal
                  Distribution Amount) Class A-1A Certificates;

                        (5) fifth, upon payment in full of the aggregate
                  Certificate Balances of the Class A-3-1 Certificates and the
                  Class A-3-1FL Regular Interest, to the Holders of the Class
                  A-3-2 Certificates, the Loan Group 1 Principal Distribution
                  Amount for such Distribution Date and, after the Certificate
                  Balance of the Class A-1A Certificates has been reduced to
                  zero, the Loan Group 2 Principal Distribution Amount, until
                  the aggregate Certificate Balance of the Class A-3-2
                  Certificates has been reduced to zero; the portion of the Loan
                  Group 1 Principal Distribution Amount and Loan Group 2
                  Principal Distribution Amount distributed hereunder will be
                  reduced by any portion thereof distributed to the Holders of
                  the Class A-AB Certificates (in respect of the Planned
                  Principal Balance), Class A-1 Certificates, Class A-2
                  Certificates, Class A-3-1 Certificates and the Class A-3-1FL
                  Regular Interest and (solely with respect to the Loan Group 2
                  Principal Distribution Amount) Class A-1A Certificates;

                        (6) sixth, upon payment in full of the aggregate
                  Certificate Balance of the Class A-3-2 Certificates, to the
                  Holders of the Class A-AB Certificates, the Loan Group 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Certificate Balance of the Class A-1A Certificates
                  has been reduced to zero, the Loan Group 2 Principal
                  Distribution Amount, until the aggregate Certificate Balance
                  of the Class A-AB Certificates has been reduced to zero; the
                  portion of the Loan Group 1 Principal Distribution Amount and
                  Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-AB Certificates (in respect of
                  the Planned Principal Balance), Class A-1 Certificates, Class
                  A-2 Certificates, Class A-3-1 Certificates, Class A-3-1FL
                  Regular Interest and Class A-3-2 Certificates and (solely with
                  respect to the Loan Group 2 Principal Distribution Amount)
                  Class A-1A Certificates;

                        (7) seventh, upon payment in full of the aggregate
                  Certificate Balance of the Class A-AB Certificates, to the
                  Holders of the Class A-4A Certificates, the Loan Group 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Certificate Balance of the Class A-1A Certificates
                  has been reduced to zero, the Loan Group 2 Principal
                  Distribution Amount, until the aggregate Certificate Balance
                  of the Class A-4A Certificates has been reduced to zero; the
                  portion of the Loan Group 1 Principal Distribution Amount and
                  Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-AB Certificates, Class A-1
                  Certificates, Class A-2 Certificates, Class A-3-1
                  Certificates, Class A-3-1FL Regular Interest and Class A-3-2
                  Certificates and (solely with respect to the Loan Group 2
                  Principal Distribution Amount) Class A-1A Certificates;

                        (8) eighth, upon payment in full of the aggregate
                  Certificate Balance of the Class A-4A Certificates, to the
                  Holders of the Class A-4B Certificates, the Loan Group 1
                  Principal Distribution Amount for such Distribution Date and,
                  after the Certificate Balance of the Class A-1A Certificates
                  has been reduced to zero, the Loan Group 2 Principal
                  Distribution Amount, until the aggregate Certificate Balance
                  of the Class A-4B Certificates has been reduced to zero; the
                  portion of the Loan Group 1 Principal Distribution Amount and
                  Loan Group 2 Principal Distribution Amount distributed
                  hereunder will be reduced by any portion thereof distributed
                  to the Holders of the Class A-AB Certificates, Class A-1
                  Certificates, Class A-2 Certificates, Class A-3-1
                  Certificates, Class A-3-1FL Regular Interest, Class A-3-2
                  Certificates and Class A-4A Certificates and (solely with
                  respect to the Loan Group 2 Principal Distribution Amount)
                  Class A-1A Certificates; and

                  (B) to the Holders of the Class A-1A Certificates, the Loan
            Group 2 Principal Distribution Amount for such Distribution Date
            and, after the Certificate Balance of the Class A-4B Certificates
            has been reduced to zero, the Loan Group 1 Principal Distribution
            Amount for such Distribution Date, until the aggregate Certificate
            Balance of the Class A-1A Certificates has been reduced to zero; the
            portion of the Loan Group 1 Principal Distribution Amount will be
            reduced by any portion thereof distributed to the Holders of the
            Class A-AB Certificates, Class A-1 Certificates, Class A-2
            Certificates, Class A-3-1 Certificates, Class A-3-1FL Regular
            Interest, Class A-3-2 Certificates, Class A-4A Certificates and
            Class A-4B Certificates;

            (iii) to the Holders of the Class A Certificates (other than the
      Class A-3-1FL Certificates), Class X-1 Certificates, Class X-2
      Certificates, Class X-Y Certificates and Class A-3-1FL Regular Interest,
      pro rata (treating principal and interest losses separately) in proportion
      to their respective entitlements to reimbursement described in this
      clause, 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; provided, that such
      amounts in respect of the Class A-4 Certificates will be allocated first
      to the Class A-4A Certificates until such Realized Losses previously
      allocated thereto are reimbursed together with all applicable interest at
      the applicable Pass-Through Rate and then to the Class A-4B Certificates
      until such Realized Losses previously allocated thereto are reimbursed
      together with all applicable interest at the applicable Pass-Through Rate;

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

            (v) upon payment in full of the Certificate Balance of the Class A
      Certificates (other than the Class A-3-1FL Certificates) and the Class
      A-3-1FL Regular Interest, to the Holders of the Class A-J Certificates,
      the Principal Distribution Amount for such Distribution Date (reduced by
      any prior distributions thereof hereunder), until the Certificate Balance
      of the Class A-J Certificates has been reduced to zero;

            (vi) to the Holders of the Class A-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;

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

            (viii) upon payment in full of the Certificate Balance of the Class
      A-J Certificates, to the Holders of the Class B Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions to Holders of Class A Certificates (other than the
      Class A-3-1FL Certificates), the Class A-3-1FL Regular Interest and Class
      A-J Certificates hereunder), until the Certificate Balance of the Class B
      Certificates has been reduced to zero,

            (ix) 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

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

            (xi) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates
      and Class B Certificates hereunder), until the Certificate Balance of the
      Class C Certificates has been reduced to zero,

            (xii) 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,

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

            (xiv) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates and Class C Certificates hereunder), until the
      Certificate Balance of the Class D Certificates has been reduced to zero,

            (xv) 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,

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

            (xvii) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates and Class D Certificates
      hereunder), until the Certificate Balance of the Class E Certificates has
      been reduced to zero,

            (xviii) 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,

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

            (xx) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates and Class
      E Certificates hereunder), until the Certificate Balance of the Class F
      Certificates has been reduced to zero,

            (xxi) 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,

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

            (xxiii) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates and Class F Certificates hereunder), until the Certificate
      Balance of the Class G Certificates has been reduced to zero,

            (xxiv) 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,

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

            (xxvi) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates and Class G Certificates hereunder),
      until the Certificate Balance of the Class H Certificates has been reduced
      to zero,

            (xxvii) 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,

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

            (xxix) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates and Class H
      Certificates hereunder), until the Certificate Balance of the Class J
      Certificates has been reduced to zero,

            (xxx) 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,

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

            (xxxii) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates and Class J Certificates hereunder), until the Certificate
      Balance of the Class K Certificates has been reduced to zero,

            (xxxiii) 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,

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

            (xxxv) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J 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 and Class K Certificates hereunder),
      until the Certificate Balance of the Class L Certificates has been reduced
      to zero,

            (xxxvi) 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,

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

            (xxxviii) 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 to Holders of Class A Certificates (other than Class
      A-3-1FL Certificates), the Class A-3-1FL Regular Interest, Class A-J
      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 and Class L Certificates hereunder), until the Certificate
      Balance of the Class M Certificates has been reduced to zero,

            (xxxix) 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,

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

            (xli) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J 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 and Class M Certificates hereunder), until the Certificate
      Balance of the Class N Certificates has been reduced to zero,

            (xlii) 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,

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

            (xliv) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J 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 and Class N Certificates hereunder),
      until the Certificate Balance of the Class O Certificates has been reduced
      to zero,

            (xlv) 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,

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

            (xlvii) 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 to Holders of Class A Certificates (other than Class A-3-1FL
      Certificates), the Class A-3-1FL Regular Interest, Class A-J Certificates,
      Class B Certificates, Class C Certificates, Class D Certificates, Class E
      Certificates, Class F Certificates, Class G Certificates, Class H
      Certificates, Class J Certificates, Class K Certificates, Class L
      Certificates, Class M Certificates,Class N Certificates and Class O
      Certificates hereunder), until the Certificate Balance of the Class P
      Certificates has been reduced to zero,

            (xlviii) 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, and

            (xlix) to the Holders of the Class R-III Certificates at such time
      as the Certificate Balances of all Classes of REMIC Regular Certificates
      and the Class A-3-1FL Regular Interest have been reduced to zero, and
      Realized Losses previously allocated to each Holder have been reimbursed
      to the Holders of the REMIC Regular Certificates and the Class A-3-1FL
      Regular Interest, any amounts remaining on deposit in the Distribution
      Account.

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the earliest date, if any, upon which the Certificate Balances of
all the Classes of Subordinate Certificates have been reduced to zero or the
aggregate Appraisal Reduction in effect is greater than or equal to Certificate
Balances of all the Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed,

  o   first, to the Holders of the Class A-1, Class A-1A, Class A-2, Class
      A-3-1, Class A-3-2, Class A-AB and Class A-4 Certificates and the Class
      A-3-1FL Regular Interest, 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, provided that
      Principal Distribution Amounts distributed to the Holders of the Class A-4
      Certificates will be applied first to the Class A-4A Certificates until
      the aggregate Certificate Balance of such Class is reduced to zero and
      then to the Class A-4B Certificates until the aggregate Certificate
      Balance of such Class is reduced to zero; and

  o   second, to the Holders of the Class A-1, Class A-1A, Class A-2, Class
      A-3-1, Class A-3-2, Class A-AB and Class A-4 Certificates and the Class
      A-3-1FL Regular Interest, 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, provided that such amounts with respect to the Class
      A-4 Certificates will be allocated first to the Class A-4A Certificates
      until such unreimbursed losses are reimbursed, together with interest at
      the applicable Pass-Through Rate, and then to the Class A-4B Certificates
      until such unreimbursed losses are reimbursed, together with interest at
      the applicable Pass-Through Rate.

            Such distribution of the Principal Distribution Amount to the
Holders of the Class A-1 Certificates, Class A-1A Certificates, Class A-2
Certificates, Class A-3-1FL Regular Interest, Class A-3-1 Certificates, Class
A-3-2 Certificates, Class A-AB Certificates, Class A-4A Certificates and Class
A-4B Certificates, respectively, shall be deemed to be made to REMIC II Regular
Interests A-1-1, A-1-2 and A-1-3, REMIC II Regular Interests A-1A-1, A-1A-2,
A-1A-3, A-1A-4, A-1A-5, A-1A-6, A-1A-7, A-1A-8, and A-1A-9, REMIC II Regular
Interest A-2, REMIC II Regular Interests A-3-1FL-1, A-3-1FL-2, A-3-1FL-3 and
A-3-1FL-4, REMIC II Regular Interests A-3-1-1, A-3-1-2, A-3-1-3 and A-3-1-4,
REMIC II Regular Interests A-3-2-1 and A-3-2-2, REMIC II Regular Interests
A-AB-1, and A-AB-2, REMIC II Regular Interests A-4A-1, A-4A-2 and A-4A-3 and
REMIC II Regular Interest A-4B, respectively, in the same order and priority as
the distributions described in Section 6.3(a).

            (b) On each Distribution Date, following the above-described
distributions on the Principal Balance Certificates and the Class X-1
Certificates, Class X-2 Certificates and Class X-Y Certificates, the Paying
Agent shall withdraw amounts in the Reserve Account and shall pay the
Certificateholders on such Distribution Date such amounts in the following
priority:

            (i) first, from amounts in the Reserve Account with respect to all
      Mortgage Loans, to reimburse the Holders of the Class A Certificates
      (other than the Class A-3-1FL Certificates), the Class A-3-1FL Regular
      Interest and the Class X Certificates, pro rata, and then the remaining
      amounts to reimburse the Principal Balance Certificates (other than the
      Class A Certificates) (in order of alphabetical and numerical Class
      designation) for any, and to the extent of, Realized Losses previously
      allocated to them and not previously fully reimbursed, plus one month's
      interest at the applicable Pass-Through Rate on such Realized Losses;
      provided, that such amounts in respect of the Class A-4 Certificates will
      be allocated first to the Class A-4A Certificates until such Realized
      Losses previously allocated thereto are reimbursed together with all
      applicable interest at the applicable Pass-Through Rate and then to the
      Class A-4B Certificates until such Realized Losses previously allocated
      thereto are reimbursed together with all applicable interest at the
      applicable Pass-Through Rate; and

            (ii) second, upon the reduction of the Aggregate Certificate Balance
      of the Principal Balance Certificates (other than the Class A-3-1FL
      Certificates) and the Class A-3-1FL Regular Interest to zero, to pay any
      amounts remaining on deposit in such account to the Special Servicer as
      additional Special Servicer Compensation.

            Amounts reimbursed pursuant to Section 6.5(b)(i) shall be deemed to
be applied to reimbursement of Realized Losses previously allocated to the REMIC
II Regular Interests and the REMIC I Regular Interests in the reverse sequential
order and priority as such Realized Losses were applied thereto.

            (c) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall distribute such Excess Interest on such Distribution Date to
the Class EI Certificates.

            (d) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Additional L-3 Interest on deposit therein,
and the Paying Agent shall distribute such Additional L-3 Interest on such
Distribution Date to the Class EI-L3 Certificates.

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

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

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

            (ii) Realized Interest Losses on each Mortgage Loan shall be
      allocated to reduce first, Distributable Certificate Interest for such
      Distribution Date, and then Unpaid Interest in each case owing on the
      Corresponding REMIC I Regular Interests (and as between the related Group
      X-Y REMIC I Regular Interest and Group PB REMIC I Regular Interest, pro
      rata, based on Distributable Certificate Interest otherwise payable
      thereon); and to the extent that such Realized Interest Loss exceeds such
      amount, shall be treated as an Expense Loss; and

            (iii) Expense Losses (not otherwise applied above) realized during
      the related Collection Period shall be allocated among the REMIC I Regular
      Interests in proportion to their Certificate Balances or Notional Amounts
      (and, as between the related Group X-Y REMIC I Regular Interest and Group
      PB REMIC I Regular Interest, in proportion to Distributable Certificate
      Interest or Unpaid Interest, as applicable) after making all other
      allocations for such Distribution Date.

            (b) In the event that a Master Servicer, a Special Servicer or the
Trustee determines that an Advance previously made by it (whether such Advance
(together with Advance Interest thereon) was in respect of principal or interest
on the related Mortgage Loan or a Servicing Advance) is a Nonrecoverable Advance
and such Master Servicer withdraws the amount of such Advance from the
applicable Certificate Account pursuant to Section 5.2(a) hereof (which amount
shall be treated as an Available Advance Reimbursement Amount pursuant to
Section 4.6 or if the Master Servicer determines any Unliquidated Advance has
become a Nonrecoverable Advance), the applicable Master Servicer (after
consultation with the applicable Special Servicer) shall compute the Realized
Loss with respect to such Mortgage Loan (and the Paying Agent shall allocate the
Realized Loss) as follows:

            (i) the amount withdrawn from the Certificate Account shall be
      treated as Realized Principal Losses up to the amount of the aggregate
      amount in the Certificate Account allocable to principal for such
      Collection Period contemplated by clause (I)(A) of the definition of
      Principal Distribution Amount, and shall be allocated to the Corresponding
      REMIC I Regular Interest in accordance with Section 6.6(a)(i) (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 in
      accordance with Section 6.6(a)(iii)), and such withdrawal shall reduce the
      principal paid on each such REMIC I Regular Interest on which principal
      would otherwise be paid on such Distribution Date, in proportion to such
      principal payments; and

            (ii) if the amount that the applicable Master Servicer withdraws
      from the Certificate Account as referenced in clause (b)(i) above exceeds
      such amounts allocable to principal for such Collection Period, then such
      additional amounts shall constitute Unpaid Interest, and shall be
      allocated to the REMIC I Regular Interests on a pro rata basis based upon
      the amount of accrued and unpaid interest thereon.

            (c) At such time as a Final Recovery Determination is made with
respect to any Mortgage Loan with respect to which the applicable Master
Servicer previously had withdrawn amounts from the applicable Certificate
Account following a determination that Advances previously made were
Nonrecoverable Advances and Realized Losses were computed and allocated pursuant
to clauses (a) and (b) above, and amounts are recovered:

            (i) the portion of the amount of collections recovered on the
      Mortgage Loan that is identified and applied by the applicable Master
      Servicer as recoveries of principal shall be applied first, to make
      payments of principal on the Corresponding REMIC I Regular Interest up to
      an amount equal to the Realized Principal Losses previously allocated
      thereto as a result of the reimbursement of Nonrecoverable Advances or
      Advance Interest (and the Principal Balance of the Mortgage Loan and the
      related Certificate Balance of the Corresponding REMIC I Regular Interest
      shall be correspondingly increased), and thereafter to make payments of
      principal to the Corresponding REMIC I Regular Interests with respect to
      which principal distributions were reduced pursuant to Section 6.6(b)(i)
      above, in proportion to the amount of such reductions; and

            (ii) the portion of the amount recovered on the Mortgage Loan that
      is identified and applied by the Master Servicer as recoveries of interest
      shall be applied to make payments of Unpaid Interest on the REMIC I
      Regular Interests with respect to which Unpaid Interest was allocated
      pursuant to Section 6.6(b)(ii).

            (d) REMIC II. On each Distribution Date, all Realized Losses and
Expense Losses on the REMIC I Regular Interests for such Distribution Date (or
for prior Distribution Dates, to the extent not previously allocated) shall be
allocated to the REMIC II Regular Interests in the amounts and in the manner as
will be allocated to the Corresponding Certificates relating thereto pursuant to
Section 6.6(f)); provided, however, that Realized Losses and Expense Losses
allocated to REMIC II Regular Interests shall be allocated among the
Corresponding Components sequentially in alphabetical and numerical order.
Realized Interest Losses allocated to the Class X-1 and Class X-2 Certificates
shall reduce the amount of interest payable on the REMIC II Regular Interest
A-1-1, REMIC II Regular Interest A-1-2, REMIC II Regular Interest A-1-3, REMIC
II Regular Interest A-1A-1, REMIC II Regular Interest A-1A-2, REMIC II Regular
Interest A-1A-3, REMIC II Regular Interest A-1A-4, REMIC II Regular Interest
A-1A-5, REMIC II Regular Interest A-1A-6, REMIC II Regular Interest A-1A-7,
REMIC II Regular Interest A-1A-8, REMIC II Regular Interest A-1A-9, REMIC II
Regular Interest A-2, REMIC II Regular Interest A-3-1FL-1, REMIC II Regular
Interest A-3-1FL-2, REMIC II Regular Interest A-3-1FL-3, REMIC II Regular
Interest A-3-1FL-4, REMIC II Regular Interest A-3-1-1, REMIC II Regular Interest
A-3-1-2, REMIC II Regular Interest A-3-1-3, REMIC II Regular Interest A-3-1-4,
REMIC II Regular Interest A-3-2-1, REMIC II Regular Interest A-3-2-2, REMIC II
Regular Interest A-AB-1, REMIC II Regular Interest A-AB-2, REMIC II Regular
Interest A-4A-1, REMIC II Regular Interest A-4A-2, REMIC II Regular Interest
A-4A-3, REMIC II Regular Interest A-4B, REMIC II Regular Interest A-J, REMIC II
Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest
B-3, REMIC II Regular Interest C-1, REMIC II Regular Interest C-2, REMIC II
Regular Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest
E, REMIC II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II
Regular Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest
H-2, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M, REMIC II Regular Interest N, REMIC II
Regular Interest O and REMIC II Regular Interest P, 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 Corresponding Component relating to such
REMIC II Regular Interest.

            (e) Reserved.

            (f) REMIC III. On each Distribution Date, all Realized Losses on the
REMIC II Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
III Regular Interests in Reverse Sequential Order, with such reductions being
allocated among the Class A-1, Class A-1A, Class A-2, Class A-3-1, Class A-3-2,
Class A-AB, Class A-4A and Class A-4B Certificates and the Class A-3-1FL Regular
Interest and, in the case of interest, Class X-1, Class X-2 and Class X-Y
Certificates, pro rata, in each case reducing (A) the Certificate Balance of
such Class until such Certificate Balance is reduced to zero (in the case of the
Class A Certificates, other than the Class A-3-1FL Certificates, and the Class
A-3-1FL Regular Interest); (B) Unpaid Interest owing to such Class to the extent
thereof; and (C) Distributable Certificate Interest owing to such Class,
provided that Realized Losses shall not reduce the Aggregate Certificate Balance
of the REMIC Regular Certificates and the Class A-3-1FL Regular Interest below
the sum of the Aggregate Certificate Balances of the REMIC II Regular Interests;
provided, further, that losses allocated to the Class A-4 Certificates will be
applied first to the Class A-4B Certificates until such Certificate Balance is
reduced to zero and then to the Class A-4A Certificates until such Certificate
Balance is reduced to zero.

            Section 6.7  Net Aggregate Prepayment Interest Shortfalls

            On each Distribution Date, any Net Aggregate Prepayment Interest
Shortfalls in the Mortgage Loans in REMIC I (other than any Specially Designated
Co-op Mortgage Loan) 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 (without taking into account any
Class X-Y Interest Amount) and shall reduce Distributable Certificate Interest
for each such Interest. On each Distribution Date, any such Net Aggregate
Prepayment Interest Shortfalls in the REMIC I Regular Interests held by REMIC II
shall be allocated among the REMIC II Regular Interests (other than REMIC II
Regular Interest X-Y), pro rata in proportion to the Accrued Certificate
Interest for each such REMIC II Regular Interest for such Distribution Date
(without taking into account any Class X-Y Interest Amount) and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any such Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Interests shall be allocated to each Class of Certificates
(other than Class A-3-1FL Certificates and the Class X-Y Certificates) and the
Class A-3-1FL Regular Interest, pro rata, in proportion to the amount of Accrued
Certificate Interest payable to such Class of Certificates on such Distribution
Date (without taking into account any Class X-Y Interest Amount), 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 (without taking into account any Accrued
Certificate Interest payable to the Holders of the Class X-Y Certificates on
such Distribution Date.) On each Distribution Date, any Net Aggregate Prepayment
Interest Shortfalls in respect of any Specially Designated Co-op Mortgage Loan
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 such Net Aggregate Prepayment
Interest Shortfalls in the REMIC I Regular Interests held by 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 REMIC II Regular Interest. On each Distribution Date, any such Net
Aggregate Prepayment Interest Shortfalls in the REMIC III Regular Interests
shall be allocated among the REMIC III Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC III Regular Interests
for such Distribution Date and shall reduce Distributable Certificate Interest
for each such REMIC III Regular Interest. No portion of any Net Aggregate
Prepayment Interest Shortfalls for any Distribution Date that is attributable to
a Mortgage Loan that is not a Specially Designated Co-op Mortgage Loan shall be
allocable to or reduce interest distributions on the Class X-Y Certificates. Any
amounts of Net Aggregate Prepayment Interest Shortfalls allocated to the Class
A-3-1FL Regular Interest shall reduce the amount of interest distributable to
the Class A-3-1FL Certificates by an equivalent amount.

            Section 6.8  Adjustment of Servicing Fees

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

            Section 6.9  Appraisal Reductions

            Not later than the date on which an Appraisal Event occurs, the
applicable Special Servicer shall have obtained (A) an Appraisal of the
Mortgaged Property securing the related Mortgage Loan if the Principal Balance
of such Mortgage Loan exceeds $2,000,000 or (B) at the option of the applicable
Special Servicer, if such Principal Balance is less than or equal to $2,000,000,
either an internal valuation prepared by such Special Servicer in accordance
with MAI standards (which internal valuation shall ascribe a value for any
residential cooperative property based on the value of such property as if
operated as a residential cooperative) or an Appraisal which in all cases shall
be completed as of the date that such Mortgage Loan becomes a Required Appraisal
Loan; provided that if the Special Servicer had completed or obtained an
Appraisal or internal valuation within the immediately prior 12 months, such
Special Servicer may rely on such Appraisal or internal valuation and shall have
no duty to prepare a new Appraisal or internal valuation, unless such reliance
would not be in accordance with the Servicing Standard; provided, further, that
if the Special Servicer is required to obtain an Appraisal of a Mortgaged
Property or prepare an internal valuation after receipt of the notice described
in clause (ii) of the definition of Appraisal Event, such Appraisal or internal
valuation will be obtained or prepared, as the case may be, no later than 60
days after receipt of such notice. With respect to each Mortgage Loan that is
cross-collateralized with any other Mortgage Loan, the Appraisal or internal
valuation need only be performed with respect to Mortgaged Properties that
constitute the principal security for the individual Mortgage Loan to which an
Appraisal Event occurs, and not with respect to all of the Mortgaged Properties
that constitute security for the individual Mortgage Loan in the
cross-collateralized group. Such Appraisal or valuation shall be conducted in
accordance with the definition of "market value" as set forth in 12 C.F.R. ss.
225.62 and shall be updated at least annually from the date of such Appraisal or
valuation, as applicable, to the extent such Mortgage Loan remains a Required
Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by
the applicable Special Servicer, shall be an expense of the Trust and may be
paid from REO Income or, to the extent collections from such related Mortgage
Loan or Mortgaged Property does not cover the expense, such unpaid expense shall
be, subject to Section 4.4 hereof, advanced by the applicable Master Servicer at
the request of such Special Servicer pursuant to Section 4.6 in which event it
shall be treated as a Servicing Advance. The applicable Special Servicer shall
calculate any Appraisal Reduction. The applicable Master Servicer shall
recalculate the Appraisal Reduction for any Mortgage Loan based on the original
Appraisal or updated Appraisals or internal valuations provided from time to
time to it by the applicable Special Servicer and report such amount to the
Trustee. The applicable Special Servicer shall provide notice of any Appraisal
Event with respect to a Mortgage Loan to the applicable Master Servicer and the
Operating Adviser on the day of determination of such Appraisal Event.

            Appraisal Reductions allocated to any Mortgage Loan shall be
allocated to the Certificate Principal Balance of the related Classes of
Principal Balance Certificates in the order of their subordination, i.e., in
Reverse Sequential Order.

            Section 6.10  Compliance with Withholding Requirements

            Notwithstanding any other provision of this Agreement to the
contrary, the Paying Agent on behalf of the Trustee shall comply with all
federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Paying Agent
reasonably believes are applicable under the Code, giving effect to all
applicable exemptions from withholding as to which the recipient has furnished
the applicable and effective certification or other documentation. The consent
of Certificateholders shall not be required for any such withholding and any
amount so withheld shall be regarded as distributed to the related
Certificateholders for purposes of this Agreement. In the event the Paying Agent
withholds any amount from payments made to any Certificateholder pursuant to
federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

            Section 6.11  Prepayment Premiums and Yield Maintenance Charges

            On any Distribution Date prior to and including the Distribution
Date on which the Certificate Balance of the Class A Senior Certificates has
been reduced to zero, Prepayment Premiums or Yield Maintenance Charges collected
with respect to a Mortgage Loan in a particular Loan Group during any particular
Collection Period will be distributed by the Paying Agent on the Classes of
Certificates as follows: (i) first, the Paying Agent shall be deemed to
distribute to the Trustee, as holder of the Group PB REMIC I Regular Interest to
which such Mortgage Loan relates, any Prepayment Premiums collected on or with
respect to such Mortgage Loan in that Loan Group on that Distribution Date; and
(ii) second, the Paying Agent shall be deemed to distribute to the Trustee, as
holder of the REMIC II Regular Interests, any Prepayment Premiums deemed
distributed to the REMIC I Regular Interests, and shall be deemed to distribute
such Prepayment Premiums to the REMIC II Regular Interest then entitled to
distributions of principal from the Principal Distribution Amount (or, if more
than one Class of REMIC II Regular Interests is then entitled to distributions
of principal from the Principal Distribution Amount, such Prepayment Premiums
shall be deemed distributed among such Classes pro rata in accordance with the
relevant amounts of entitlements to distributions of principal).

            Following such deemed distributions, the Holders of the respective
Classes of Principal Balance Certificates (other than the Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates) and the Class
A-3-1FL Regular Interest then entitled to distributions of principal from the
Principal Distribution Amount for such Distribution Date, will be entitled to,
and the Paying Agent on behalf of the Trustee will pay to such Holder(s), an
amount equal to, in the case of each such Class, the product of (a) a fraction,
the numerator of which is the amount distributed as principal to the Holders of
that Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the Holders of all Classes of Principal
Balance Certificates on that Distribution Date, (b) the Base Interest Fraction
for the related Principal Prepayment and that Class of Certificates and (c) the
amount of Prepayment Premiums or Yield Maintenance Charges in respect of such
principal prepayment during the related Collection Period. If there is more than
one such Class of Principal Balance Certificates entitled to distributions of
principal on such Distribution Date, the aggregate amount described in the
preceding sentence will be allocated among such Classes on a pro rata basis in
accordance with the relative amounts of entitlement to such distributions of
principal. Any portion of such Prepayment Premium or Yield Maintenance Charge
that is not so distributed to the Holders of such Principal Balance Certificates
will be distributed to the Holders of the Class X-1 and Class X-2 Certificates.
On or prior to the Distribution Date in October 2010, 80% of the Prepayment
Premium or Yield Maintenance Charge that is not so distributed to the Holders of
such Principal Balance Certificates will be distributed to the Holders of the
Class X-1 Certificates and 20% of the Prepayment Premium or Yield Maintenance
Charge that is not so distributed to the Holders of such Principal Balance
Certificates will be distributed to the Holders of the Class X-2 Certificates.
After the Distribution Date in October 2010, any portion of such Prepayment
Premium or Yield Maintenance Charge collected during the related Collection
Period that is not so distributed to the Holders of such Principal Balance
Certificates will be distributed to the Holders of the Class X-1 Certificates.
For so long as the Swap Contract or any replacement swap contract is in effect,
the Prepayment Premium allocated to the Class A-3-1FL Regular Interest shall be
payable to the Swap Counterparty pursuant to the terms of the Swap Contract. If
the Swap Contract and any replacement swap contract are no longer in effect, any
Prepayment Premium allocated to the Class A-3-1FL Regular Interest shall be
distributed to the Class A-3-1FL Certificates.

            Notwithstanding the foregoing, Yield Maintenance Charges collected
during any Collection Period with respect to any Specially Designated Co-op
Mortgage Loan will be distributed to the REMIC III Regular Interests as follows,
with allocations to be made pursuant to the following (a) and (b) on a pro rata
basis: (a) if the amount of such Yield Maintenance Charges exceeds any
applicable Yield Maintenance Minimum Amount, (x) the amount of such Yield
Maintenance Charges that would have been payable with respect to such Specially
Designated Co-op Mortgage Loan if the related Mortgage Rate was equal to the
related REMIC I Net Mortgage Rate with respect to such Mortgage Loan (calculated
without regard to any Yield Maintenance Minimum Amount) will be distributed as
set forth above, and (y) the amount of such Yield Maintenance Charges actually
payable during such Collection Period in excess of the amount to be distributed
pursuant to clause (x) will be distributed to the Holders of the Class X-Y
Certificates; (b) if the amount of such Yield Maintenance Charges equals any
applicable Yield Maintenance Minimum Amount, such Yield Maintenance Charges
shall be distributed as follows: (x) 50% to the Holders of the Class A-1, Class
A-1A, Class A-2, Class A-3-1, Class A-3-2, Class A-AB, Class A-4A, Class A-4B,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
X-1 and Class X-2 Certificates and the Class A-3-1FL Regular Interest, allocable
among such Classes as set forth in the paragraphs above, and (y) 50% to the
Holders of the Class X-Y Certificates; and (c) notwithstanding the foregoing,
Prepayment Premiums collected during any Collection Period with respect to any
Specially Designated Co-op Mortgage Loan shall be distributed as follows: (a)
50% to the Holders of the Class A-1, Class A-1A Class A-2, Class A-3-1, Class
A-3-2, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class X-1 and Class X-2 Certificates and the
Class A-3-1FL Regular Interest, allocable among such Classes as set forth in the
paragraph above, and (b) 50% to the Holders of the Class X-Y Certificates.

            Section 6.12  Other Distributions.

            On each Distribution Date, the Paying Agent shall distribute the
Class A-3-1FL Available Funds for such Distribution Date to the Holders of
record of the Class A-3-1FL Certificates as of the related Record Date in the
following amounts: (i) the Class A-3-1FL Interest Distribution Amount, (ii) the
Class A-3-1FL Principal Distribution Amount, (iii) any termination payments made
by the Swap Counterparty and not used by the Paying Agent to enter into a
replacement swap contract, and (iv) only if the Swap Contract has been
terminated and no replacement Swap Contract has been entered into, any
Prepayment Premiums that were allocated to the Class A-3-1FL Regular Interest.
No Holder of a Class A-3-1FL Certificate shall be entitled to receive any
portion of any Prepayment Premium paid on the Class A-3-1FL Regular Interest
unless the Swap Contract has been terminated and no replacement Swap Contract
has been entered into. Such amount shall be payable to the Swap Counterparty
pursuant to the terms of the Swap Contract. Following a Swap Default under the
Swap Contract or other default or event of termination of the Swap Contract, and
during the period when the Trustee is pursuing remedies under such Swap
Contract, the Class A-3-1FL Interest Distribution Amount for each Class A-3-1FL
Certificate shall equal the Distributable Certificate Interest amount for the
Class A-3-1FL Regular Interest, until such time as the conditions giving rise to
such Swap Default or other default have been cured. Any such Swap Default, other
default or event of termination, and the consequent change to a fixed
Pass-Through Rate shall not constitute a default under this Agreement. To the
extent required by The Depository Trust Company, a Swap Default can result in a
delay in the distribution of amounts payable to the Class A-3-1FL Certificates
and such delay will not constitute a default under this Agreement nor result in
the accrual of interest on such delayed payment and no party hereto shall be
obligated to advance such amounts. Notwithstanding the foregoing, to the extent
provided in the Swap Contract, the Swap Counterparty will remain liable for such
Swap Default or other default or event of termination pursuant to the Swap
Contract.

            For as long as a Swap Default or other default or event of
termination has occurred and a Class A-3-1FL Certificate is receiving the fixed
Pass-Through Rate, such Class A-3-1FL Certificate shall accrue interest at the
same rate, on the same basis and in the same manner as the related Class A-3-1FL
Regular Interest.

            If the Swap Contract becomes subject to early termination due to the
occurrence of an event of default or a termination event thereunder, the Paying
Agent on behalf of the Trustee shall promptly provide written notice to the
Holders of the Class A-3-1FL Certificates and the Paying Agent shall take such
commercially reasonable actions (following the expiration of any applicable
grace period), unless directed in writing by the Certificateholders evidencing,
in the aggregate, not less than 100% of the Voting Rights of the Class A-3-1FL
Certificates, to enforce the rights of the Trust under the Swap Contract as may
be permitted by the terms of the Swap Contract and consistent with the terms
hereof (and only to the extent that, and only for so long as, doing so does not
lead the Paying Agent to incur expenses in excess of the amounts available to it
for reimbursement), and shall apply the proceeds collected from the Swap
Counterparty in connection with any such actions (including, without limitation,
the proceeds of the liquidation of any collateral pledged by the Swap
Counterparty) to enter into a replacement interest rate swap contract on
substantially identical terms or on such other terms reasonably acceptable to
the Trustee as directed by 100% of the Holders of the Class A-3-1FL
Certificates. Each Rating Agency shall confirm in writing that such action will
not result in a qualification, downgrade or withdrawal of the then-current
ratings of the Certificates. If the costs attributable to entering into a
replacement interest rate swap contract will exceed the sum of the net proceeds
of the liquidation of the Swap Contract, a replacement interest rate swap
contract shall not be entered into. Prior to the application of any proceeds in
accordance with the terms of this paragraph, such proceeds shall be deposited in
the Floating Rate Account. Any proceeds of the liquidation of the Swap Contract
which exceed the costs attributable to entering into a replacement interest rate
swap contract (or if no replacement interest rate swap contract is entered into)
shall be deposited into the Floating Rate Account and shall be distributed to
the Holders of the Class A-3-1FL Certificates.

            The Trustee and the Paying Agent shall be entitled to conclusively
rely on the report from the Swap Counterparty that specifies LIBOR for any
Interest Accrual Period (in the absence of manifest error).

            As long as the Swap Contract is in effect, each beneficial owner of
a Class A-3-1FL Certificate, or any interest therein, shall be deemed to have
represented that either (i) it is not an employee benefit plan subject to Title
I of ERISA, a plan subject to Section 4975 of the Code, or a plan subject to any
Similar Laws or any person investing on behalf of or with plan assets of such
employee benefit plan or plan or (ii) the acquisition and holding of such
Certificate are eligible for the exemptive relief available under at least one
of the Investor-Based Exemptions.

            Notwithstanding anything herein to the contrary, any expenses
incurred by the Trustee under this Section 6.12 shall be paid by the Class
A-3-1FL Grantor Trust, and not by any other trust hereunder, but only upon the
Trustee's determination that such expenses cannot be recovered from the Swap
Counterparty or any proceeds due under the Swap Contract; provided, however,
that either without the consent of 100% of the Holders of the Class A-3-1FL
Certificates or the written confirmation of each Rating Agency then rating the
Class A-3-1FL Certificates that such action or event will not result in the
reduction, qualification or withdrawal of its then current rating of the Class
A-3-1FL Certificates (the expense of such confirmation to be borne by the
holders of the Class A-3-1FL Certificates), the Trustee shall not be permitted
to incur such costs and expenses in excess of any termination payment received
from the Swap Counterparty and not otherwise applied to offset the expense of
entering into a replacement swap contract. Factors that the Trustee may consider
when making a recoverability determination with respect to the reimbursement of
such expenses include, but are not limited to, (i) the financial condition of
the Swap Counterparty and (ii) the likelihood that the Swap Counterparty will
make such reimbursements in the event the Trustee pursues appropriate legal
action or other commercially reasonable enforcement and collection measures.


                                   ARTICLE VII

           CERTAIN MATTERS CONCERNING THE TRUSTEE AND THE PAYING AGENT

            Section 7.1  Duties of the Trustee and the Paying Agent

            (a) The Trustee and the Paying Agent each shall undertake to perform
only those duties as are specifically set forth in this Agreement and no implied
covenants or obligations shall be read into this Agreement against the Trustee
or the Paying Agent. Any permissive right of the Trustee or the Paying Agent
provided for in this Agreement shall not be construed as a duty of the Trustee
or the Paying Agent. The Trustee 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 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 Paying Agent, as applicable, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Paying Agent, as the case
may be, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they on
their face conform to the requirements of this Agreement; provided that the
Trustee or the Paying Agent, as the case may be, shall not be responsible for
the accuracy or content of any such resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicers or
any other Person to it pursuant to this Agreement. If any such instrument is
found on its face not to conform to the requirements of this Agreement, the
Trustee or the Paying Agent shall request the providing party to correct the
instrument and if not so corrected, the Trustee shall inform the
Certificateholders.

            (c) Neither of the Trustee or the Paying Agent or any of their
respective partners, representatives, Affiliates, members, managers, directors,
officers, employees, agents or Controlling Persons shall have any liability to
the Trust or the Certificateholders arising out of or in connection with this
Agreement, except for their respective negligence or willful misconduct. No
provision of this Agreement shall be construed to relieve the Trustee, the
Paying Agent or any of their respective partners, representatives, Affiliates,
members, managers, directors, officers, employees, agents or Controlling Persons
from liability for their own negligent action, their own negligent failure to
act or their own willful misconduct or bad faith; provided that:

            (i) neither of the Trustee or the Paying Agent or any of their
      respective partners, representatives, Affiliates, members, managers,
      directors, officers, employees, agents or Controlling Persons shall be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in its reasonable business judgment in accordance with this
      Agreement or at the direction of Holders of Certificates evidencing not
      less than a majority of the outstanding Certificate Balance of the
      Certificates;

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

            (iii) neither of the Trustee or the Paying Agent or any of their
      respective partners, representatives, Affiliates, members, managers,
      directors, officers, employees, agents or Controlling Persons shall be
      responsible for any act or omission of any Master Servicer, any Special
      Servicer, the Depositor or any Seller, or for the acts or omissions of
      each other, including, without limitation, in connection with actions
      taken pursuant to this Agreement;

            (iv) the execution by the Trustee or the Paying Agent of any forms
      or plans of liquidation in connection with any REMIC Pool shall not
      constitute a representation by the Trustee or the Paying Agent as to the
      adequacy of such form or plan of liquidation;

            (v) neither of the Trustee or the Paying Agent shall be under any
      obligation to appear in, prosecute or defend any legal action which is not
      incidental to its duties as Trustee or Paying Agent, as applicable, in
      accordance with this Agreement. In such event, all legal expense and costs
      of such action shall be expenses and costs of the Trust and the Trustee
      and the Paying Agent shall be entitled to be reimbursed therefor from the
      Certificate Account pursuant to Section 5.2(a)(vi); and

            (vi) neither of the Trustee or the Paying Agent shall be charged
      with knowledge of any failure by any Master Servicer, any Special Servicer
      or the Swap Counterparty or by each other to comply with its obligations
      under this Agreement or the Swap Contract or any act, failure, or breach
      of any Person upon the occurrence of which the Trustee or the Paying Agent
      may be required to act, unless a Responsible Officer of the Trustee or the
      Paying Agent, as the case may be, obtains actual knowledge of such
      failure.

            Section 7.2  Certain Matters Affecting the Trustee and the Paying
Agent

            (a) Except as otherwise provided in Section 7.1:

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

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

            (iii) neither of the Trustee or the Paying Agent or any of their
      respective partners, representatives, Affiliates, members, managers,
      directors, officers, employees, agents or Controlling Persons shall be
      personally liable for any action taken, suffered or omitted by such Person
      in its reasonable business judgment and reasonably believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (iv) the Trustee and the Paying Agent shall not be under any
      obligation to exercise any remedies after default as specified in this
      Agreement or to institute, conduct or defend any litigation hereunder or
      relating hereto or make any investigation into the facts or matters stated
      in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document
      (provided the same appears regular on its face), unless requested in
      writing to do so by Holders of at least 25% of the Aggregate Certificate
      Balance of the Certificates then outstanding, provided that, if the
      payment within a reasonable time to the Trustee or the Paying Agent, as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in connection with the foregoing is, in the opinion of such Person not
      reasonably assured to such Person by the security afforded to it by the
      terms of this Agreement, such Person may require reasonable indemnity
      against such expense or liability or payment of such estimated expenses as
      a condition to proceeding. The reasonable expenses of the Trustee or the
      Paying Agent, as applicable, shall be paid by the Certificateholders
      requesting such examination;

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

            (vi) neither of the Trustee or the Paying Agent shall be required to
      obtain a deficiency judgment against a Mortgagor;

            (vii) neither of the Trustee or the Paying Agent shall be required
      to expend its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity
      against such liability is not assured to it;

            (viii) neither of the Trustee or the Paying Agent shall be liable
      for any loss on any investment of funds pursuant to this Agreement;

            (ix) unless otherwise specifically required by law, neither of the
      Trustee or the Paying Agent shall be required to post any surety or bond
      of any kind in connection with the execution or performance of its duties
      hereunder; and

            (x) except as specifically provided hereunder in connection with the
      performance of its specific duties, neither of the Trustee or the Paying
      Agent shall be responsible for any act or omission of any Master Servicer,
      any Special Servicer, the Depositor or of each other.

            (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

            (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

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

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

            (f) If, in connection with any Distribution Date, the Trustee or
Paying Agent has reported to the Depository the anticipated amount of the
distribution to be made to the Depository on such Distribution Date and the
timing of the receipt from a Master Servicer of any Principal Prepayment or
Balloon Payment requires modification of such anticipated amount of the
distribution to be made to the Depository, the Trustee or Paying Agent will use
commercially reasonable efforts to cause the Depository to revise the amount of
the distribution on a timely basis so that such Principal Prepayments or Balloon
Payments will be included in the Available Distribution Amount for such
Distribution Date. None of the Trustee, the Paying Agent, the Master Servicers
and the Special Servicers will be liable or held responsible for any resulting
delay (or claims by the Depository resulting therefrom) in the making of such
distribution to Certificateholders.

            Section 7.3  The Trustee and the Paying Agent Not Liable for
Certificates or Interests or Mortgage Loans

            The Trustee and the Paying Agent each makes no representations as to
the validity or sufficiency of this Agreement, the information contained in the
Private Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Regular Interests or
Residual Certificates (other than the Certificate of Authentication on the
Certificates if the Paying Agent is the Authenticating Agent) or of any Mortgage
Loan, Assignment of Mortgage or related document save that (i) each of the
Trustee and the Paying Agent represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law and (ii) the
Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law. Neither of the Trustee or the Paying Agent shall be
accountable for the use or application by the Depositor or any Master Servicer
or any Special Servicer or by each other of any of the Certificates or any of
the proceeds of such Certificates, or for the use or application by the
Depositor or any Master Servicer or any Special Servicer or by each other of
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or deposited into the Distribution Account or any other fund or account
maintained with respect to the Certificates or any account maintained pursuant
to this Agreement or for investment of any such amounts. No recourse shall be
had for any claim based on any provisions of this Agreement, the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement, the Prospectus or the Certificates (except with respect
to the Trustee and the Paying Agent to the extent of information furnished by
the Trustee and the Paying Agent under the caption entitled "DESCRIPTION OF THE
OFFERED CERTIFICATES--The Trustee, Paying Agent, Certificate Registrar and
Authenticating Agent" in the Preliminary Prospectus Supplement and the Final
Prospectus Supplement), the Mortgage Loans or the assignment thereof against the
Trustee or the Paying Agent in such Person's individual capacity and any such
claim shall be asserted solely against the Trust or any indemnitor who shall
furnish indemnity as provided herein. None of the Trustee or the Paying Agent
shall be liable for any action or failure of any action by the Depositor or any
Master Servicer or any Special Servicer or by each other hereunder. None of
Trustee or the Paying Agent shall at any time have any responsibility or
liability for or with respect to the legality, validity or enforceability of the
Mortgages or the Mortgage Loans, or the perfection and priority of the Mortgages
or the maintenance of any such perfection and priority, or for or with respect
to the efficacy of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of any Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or any Master Servicer or any Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to the receipt by a Responsible
Officer of the Trustee of notice or other discovery of any non compliance
therewith or any breach thereof; any investment of monies by or at the direction
of any Master Servicer or any Special Servicer or any loss resulting therefrom;
the failure of any Master Servicer or any Sub-Servicer or any Special Servicer
to act or perform any duties required of it on behalf of the Trustee hereunder;
or any action by the Trustee taken at the instruction of any Master Servicer or
any Special Servicer.

            Section 7.4  The Trustee and the Paying Agent May Own Certificates

            Each of the Trustee and the Paying Agent in its individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not the Trustee or the Paying Agent, as the case
may be.

            Section 7.5  Eligibility Requirements for the Trustee and the Paying
Agent

            The Trustee hereunder shall at all times be (i) an institution
insured by the FDIC, (ii) a corporation, national bank or national banking
association organized and doing business under the laws of the United States of
America and any state thereof, authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A 1" (without regard to plus or minus) by S&P and "Prime-1" by Moody's and
whose long term senior unsecured debt is at all times rated not less than "A1"
by Moody's and "A+" by S&P. 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 shall
resign immediately in the manner and with the effect specified in Section 7.6.

            The Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers and shall be
rated at least "A" by S&P and "A2" by Moody's, unless and to the extent Rating
Agency Confirmation is obtained.

            Section 7.6  Resignation and Removal of the Trustee or the Paying
Agent

            (a) The Trustee or the Paying Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Master Servicers, the Swap Counterparty 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 paying
agent, as the case may be. If no successor trustee or paying agent shall have
been so appointed, as the case may be, and shall have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or the Paying Agent, as the case may be, may petition any court of
competent jurisdiction for the appointment of a successor trustee or paying
agent, as the case may be. It shall be a condition to the appointment of a
successor trustee that such entity satisfies the eligibility requirements set
forth in Section 7.5.

            (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), or (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. 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 and
has accepted such appointment. In the case of the removal of the initial
Trustee, the Depositor shall also remove the Paying Agent.

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

            (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 Paying Agent, as the case may be, and to the
Depositor remove the Trustee or the Paying Agent, as the case may be, by such
written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor and
one copy to the Trustee or the Paying Agent, as the case may be, so removed; the
Depositor shall thereupon use its best efforts to appoint a successor Trustee or
the Paying Agent, as the case may be, in accordance with this Section.

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

            Section 7.7  Successor Trustee or Paying Agent

            (a) Any successor Trustee or Paying Agent appointed as provided in
Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee or Paying Agent, as the case may be, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Paying Agent, as the case may be, shall become effective
and such successor Trustee or Paying Agent, as the case may be, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee or Paying Agent herein, as the case may be. The
predecessor Trustee or Paying Agent shall deliver (at such predecessor's own
expense) to the successor Trustee or Paying Agent all Mortgage Files and
documents and statements related to the Mortgage Files held by it hereunder, and
the predecessor Trustee shall duly assign, transfer, deliver and pay over (at
such predecessor's own expense) to the successor Trustee, the entire Trust,
together with all instruments of transfer and assignment or other documents
properly executed necessary to effect such transfer. The predecessor Trustee or
Paying Agent, as the case may be, shall also deliver all records or copies
thereof maintained by the predecessor Trustee or Paying Agent in the
administration hereof as may be reasonably requested by the successor Trustee or
Paying Agent, as applicable, and shall thereupon be discharged from all duties
and responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee or Paying Agent shall execute and deliver such other
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee or Paying Agent, as the
case may be, all such rights, powers, duties and obligations. Anything herein to
the contrary notwithstanding, in no event shall the combined fees payable to a
successor Trustee exceed the Trustee Fee.

            (b) No successor Trustee or Paying Agent shall accept appointment as
provided in this Section unless at the time of such appointment such successor
Trustee or Paying Agent, as the case may be, shall be eligible under the
provisions of Section 7.5.

            (c) Upon acceptance of appointment by a successor Trustee or Paying
Agent as provided in this Section, the successor Trustee or Paying Agent shall
mail notice of the succession of such Trustee or Paying Agent hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register
and to the Rating Agencies. The expenses of such mailing shall be borne by the
successor Trustee or Paying Agent. If the successor Trustee or Paying Agent
fails to mail such notice within 10 days after acceptance of appointment by the
successor Trustee or Paying Agent, the Master Servicer shall cause such notice
to be mailed at the expense of the successor Trustee or Paying Agent, as
applicable.

            Section 7.8  Merger or Consolidation of Trustee or Paying Agent

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

            Section 7.9  Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian

            (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by any Master Servicer or any Special Servicer that such
separate trustee or co-trustee is necessary or advisable) under the laws of any
state in which a property securing a Mortgage Loan is located or for the purpose
of otherwise conforming to any legal requirement, restriction or condition in
any state in which a property securing a Mortgage Loan is located or in any
state in which any portion of the Trust is located. The separate trustees, co
trustees, or custodians so appointed shall be trustees or custodians for the
benefit of all the Certificateholders, shall have such powers, rights and
remedies as shall be specified in the instrument of appointment and shall be
deemed to have accepted the provisions of this Agreement; provided that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee; provided, further, that the Trustee shall be liable for the actions
of any co-trustee or separate trustee appointed by it and shall have no
liability for the actions of any co-trustee or separate trustee appointed by the
Depositor or the Certificateholders pursuant to this paragraph.

            (b) The Trustee or the Paying Agent, as the case may be, may from
time to time appoint one or more independent third-party agents to perform all
or any portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

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

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

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

            (iii) no trustee or custodian hereunder shall be personally liable
      by reason of any act or omission of any other trustee or custodian
      hereunder; and

            (iv) the Trustee or, in the case of the Trust, the
      Certificateholders evidencing more than 50% of the Aggregate Principal
      Amount of the Certificates then outstanding may at any time accept the
      resignation of or remove any separate trustee, co-trustee or custodian, so
      appointed by it or them, if such resignation or removal does not violate
      the other terms of this Agreement.

            (d) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. Each separate trustee and co
trustee, upon its acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.

            (e) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

            (f) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

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

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

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

            Section 7.10  Authenticating Agents

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

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

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

            Section 7.11  Indemnification of the Trustee and the Paying Agent

            (a) The Trustee, the Certificate Registrar, the Paying Agent and
each of its respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents and Controlling Persons shall be entitled
to indemnification from the Trust for any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
incurred without negligence or willful misconduct on their respective part,
arising out of, or in connection with this Agreement, the Mortgage Loans, the
Certificates and the acceptance or administration of the trusts or duties
created hereunder (including, without limitation, any unanticipated loss,
liability or expense incurred in connection with any action or inaction of any
Master Servicer, any Special Servicer or the Depositor or of each other such
Person hereunder but only to the extent the Trustee, the Certificate Registrar
or the Paying Agent, as the case may be, is unable to recover within a
reasonable period of time such amount from such third party pursuant to this
Agreement) including the costs and expenses of defending themselves against any
claim in connection with the exercise or performance of any of their powers or
duties hereunder and the Trustee, the Certificate Registrar and the Paying Agent
and each of their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents and Controlling Persons shall
be entitled to indemnification from the Trust for any unanticipated loss,
liability or expense incurred in connection with the provision by the Trustee,
the Certificate Registrar and the Paying Agent of the reports required to be
provided by it pursuant to this Agreement; provided that:

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

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

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

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

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents and Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Trustee, the Certificate Registrar or the Paying Agent, as the case
may be, their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents or Controlling Person may
become subject under the 1933 Act, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Private Placement
Memorandum, the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Prospectus, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made, not misleading and shall reimburse the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person for any legal and other expenses
reasonably incurred by the Trustee, the Certificate Registrar or the Paying
Agent, as the case may be, or any such partners, representatives, Affiliates,
members, managers, directors, officers, employees, agents or Controlling Person
in investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action; provided that the Depositor shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission made in any such Private Placement
Memorandum, Preliminary Prospectus Supplement, Final Prospectus Supplement or
Prospectus in reliance upon and in conformity with written information
concerning the Trustee, the Certificate Registrar or the Paying Agent, as the
case may be, furnished to the Depositor by or on behalf of such Person
specifically for inclusion therein. It is hereby expressly agreed that the only
written information provided by the Trustee, the Certificate Registrar or the
Paying Agent, as the case may be, for inclusion in the Preliminary Prospectus
Supplement and Final Prospectus Supplement is set forth in the third sentence
under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The
Trustee, Paying Agent, Certificate Registrar and Authenticating Agent--The
Trustee, Paying Agent, Certificate Registrar and Authenticating Agent. The
Trustee, the Certificate Registrar or the Paying Agent, as the case may be,
shall immediately notify the Depositor and the Sellers if a claim is made by a
third party with respect to this Section 7.11(c) entitling such Person, its
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such Person) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Trustee, the Certificate Registrar or the Paying Agent, as the case may be,
their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee or the Paying Agent. The Depositor shall not be indemnified by
the Trust for any expenses incurred by the Depositor arising from any violation
or alleged violation of the 1933 Act or 1934 Act by the Depositor.

            Section 7.12  Fees and Expenses of Trustee and the Paying 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 respectively, hereunder of the
Trustee and the Paying Agent. The Trustee and the Paying Agent shall also be
entitled to recover from the Trust all reasonable unanticipated expenses and
disbursements incurred or made by the Trustee and the Paying Agent in accordance
with any of the provisions of this Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its counsel and
other Persons not regularly in its employ), not including expenses incurred in
the ordinary course of performing its duties as Trustee or Paying Agent,
respectively, hereunder, and except any such expense, disbursement or advance as
may arise from the negligence or bad faith of such Person or which is the
responsibility of the Holders of the Certificates hereunder. The provisions of
this Section 7.12 shall survive any termination of this Agreement and the
resignation or removal of the Trustee or the Paying Agent.

            Section 7.13  Collection of Moneys

            Except as otherwise expressly provided in this Agreement, the
Trustee and the Paying Agent may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee or the Paying Agent, as the case may be, pursuant to this Agreement.
The Trustee or the Paying Agent, as the case may be, shall hold all such money
and property received by it as part of the Trust and shall distribute it as
provided in this Agreement. If the Trustee or the Paying Agent, as the case may
be, shall not have timely received amounts to be remitted with respect to the
Mortgage Loans from the applicable Master Servicer, the Trustee or the Paying
Agent, as the case may be, shall request that the applicable Master Servicer
make such distribution as promptly as practicable or legally permitted. If the
Trustee or the Paying Agent, as the case may be, shall subsequently receive any
such amount, it may withdraw such request.

            Section 7.14  Trustee to Act; Appointment of Successor

            (a) On and after the time a Master Servicer is terminated pursuant
to this Agreement in accordance with Sections 8.28 and 8.29, the Trustee shall
be the successor in all respects to such Master Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on such
Master Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by such Master
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of such Master
Servicer contained in this Agreement or (ii) any obligation incurred by such
Master Servicer prior to its termination or resignation (including, without
limitation, such Master Servicer's obligation to repay losses resulting from the
investment of funds in any account established under this Agreement), except any
ongoing obligations to the Primary Servicers arising after the termination of
such Master Servicer from their servicing rights and obligations under the
applicable Primary Servicing Agreement. In the Trustee's capacity as such
successor, the Trustee shall have the same limitations on liability granted to
such Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to such Master
Servicer set forth in this Agreement, including, without limitation, the Master
Servicing Fee.

            (b) Notwithstanding the above, the Trustee (A) may, if the Trustee
is unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to such terminated Master Servicer hereunder in the assumption of
all of the responsibilities, duties or liabilities of a servicer as the
applicable Master Servicer hereunder and under the applicable Primary Servicing
Agreement. Pending any such appointment, the Trustee shall act in such capacity
as hereinabove provided. Any entity designated by the Trustee as successor
Master Servicer may be an Affiliate of the Trustee; provided that such Affiliate
must meet the standards for the Master Servicer as set forth herein. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree subject to Section 8.10. The Trustee
and such successor shall take such actions, consistent with this Agreement as
shall be necessary to effectuate any such succession. The terminated Master
Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of such Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume such Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by such Master Servicer in the applicable Certificate
Account and any other account or fund maintained with respect to the
Certificates or thereafter be received by such Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof caused by (i)
the failure of the terminated Master Servicer to deliver, or any delay in
delivering, cash, documents or records to it, or (ii) restrictions imposed by
any regulatory authority having jurisdiction over such Master Servicer. The
Trustee shall be reimbursed for all of its out-of-pocket expenses incurred in
connection with obtaining such successor Master Servicer by the Trust within 30
days of the Trustee's submission of an invoice with respect thereto, to the
extent such expenses have not been reimbursed by the terminated Master Servicer
as provided herein; such expenses paid by the Trust shall be deemed to be an
Additional Trust Expense.

            (c) On and after the time a Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to such Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall,
subject to Section 9.21(d), have all the rights and powers and be subject to all
the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on such Special Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by such Special Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
such Special Servicer contained in this Agreement or (ii) any obligation
incurred by such Special Servicer prior to its termination or resignation. In
the Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability granted to such Special Servicer in this Agreement. As
compensation therefor, the Trustee shall, subject to Section 9.21(d), be
entitled to receive all the compensation payable to such Special Servicer set
forth in this Agreement, including, without limitation the Special Servicer
Compensation.

            (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
and meeting such other standards for a successor Special Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the terminated Special Servicer hereunder in the
assumption of all of the responsibilities, duties or liabilities of a Special
Servicer hereunder. Pending any such appointment, the Trustee shall act in such
capacity as hereinabove provided. Any entity designated by the Trustee as
successor Special Servicer may be an Affiliate of the Trustee; provided that
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor, subject to
Section 9.21(d), out of payments on Mortgage Loans as it and such successor
shall agree; provided that no such compensation shall be in excess of that
permitted to the terminated Special Servicer under this Agreement. The Trustee
and such successor shall take such actions, consistent with this Agreement as
shall be necessary to effectuate any such succession. The terminated Special
Servicer shall cooperate with the Trustee and any successor Special Servicer in
effecting the termination of such Special Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of
Specially Serviced Mortgage Loans of the assignment of the special servicing
function and providing the Trustee and successor Special Servicer all documents
and records in its possession in electronic or other form reasonably requested
by the successor Special Servicer to enable the successor Special Servicer to
assume such Special Servicer's functions hereunder and the transfer to the
Trustee or such successor Special Servicer of all amounts which shall at the
time be or should have been deposited by the terminated Special Servicer in the
applicable Certificate Account and any other account or fund maintained with
respect to the Certificates or thereafter be received by such Special Servicer
with respect to the Mortgage Loans. Neither the Trustee nor any other successor
Special Servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the terminated Special Servicer to
deliver, or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over such
Special Servicer. The Trustee shall be reimbursed for all of its out-of-pocket
expenses incurred in connection with obtaining such successor Special Servicer
by the Trust within 30 days of submission of an invoice with respect thereto but
only to the extent such expenses have not been reimbursed by the terminated
Special Servicer as provided herein; and such expenses paid by the Trust shall
be deemed to be an Additional Trust Expense.

            Section 7.15  Notification to Holders

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

            Section 7.16  Representations and Warranties of the Trustee and the
Paying Agent

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

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

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

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

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

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

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

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

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

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

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

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

            Section 7.17  Fidelity Bond and Errors and Omissions Insurance
Policy Maintained by the Trustee and the Paying Agent

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


                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1  Servicing Standard; Servicing Duties

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
the Master Servicers shall service and administer the Mortgage Loans in
accordance with the Servicing Standard and the terms of this Agreement. The
General Master Servicer shall be the Master Servicer with respect to all the
Mortgage Loans (other than the NCB, FSB Loans) and other assets in the Trust
(other than the NCB, FSB Trust Assets) and, as such, shall service and
administer such assets as shall be required of the Master Servicer hereunder
with respect to such Trust assets. The NCB Master Servicer shall be the Master
Servicer with respect to the NCB, FSB Trust Assets and, as such, shall service
and administer the NCB, FSB Trust Assets as shall be required of such Master
Servicer hereunder with respect to the NCB, FSB Trust Assets.

            In connection with such servicing and administration, each Master
Servicer shall service in accordance with the Servicing Standard; provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by the applicable Master Servicer of the collectability of
payments on the Mortgage Loans or shall be construed as impairing or adversely
affecting any rights or benefits specifically provided by this Agreement to the
applicable Master Servicer, including with respect to Master Servicing Fees or
the right to be reimbursed for Advances.

            (b) The applicable Master Servicer, in the case of an event
specified in clause (x) of this subclause (b), and the applicable Special
Servicer, in the case of an event specified in clause (y) of this subclause (b),
shall each send a written notice to the other and to the Trustee and the Paying
Agent, the Operating Adviser and the respective Seller within two Business Days
after becoming aware (x) that a Servicing Transfer Event has occurred with
respect to a Mortgage Loan or (y) that a Mortgage Loan has become a
Rehabilitated Mortgage Loan, which notice shall identify the applicable Mortgage
Loan and, in the case of an event specified in clause (x) of this subclause (b)
above, the Servicing Transfer Event that occurred.

            (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if any of the applicable Master Servicer, the applicable Special
Servicer or the applicable Primary Servicer has actual knowledge of any event
giving rise to a claim under an Environmental Insurance Policy, such Person
shall notify the related Master Servicer, the related Special Servicer and the
related Primary Servicer, as applicable, to such effect and such Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard
and the terms and conditions of such Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer or the
applicable Special Servicer as a Servicing Advance.

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

            Section 8.2  Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Master Servicers

            Each Master Servicer, at its expense, shall maintain in effect a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The
Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall
be issued by a Qualified Insurer (unless a Master Servicer self insures as
provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the applicable Master
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of a Master Servicer (or its
corporate parent) is not in any event less than "A" as rated by S&P and "Baa1"
as rated by Moody's, respectively, such Master Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.

            Section 8.3  Master Servicers' General Power and Duties

            (a) Each Master Servicer shall service and administer the Mortgage
Loans it is required to service hereunder and shall, subject to Sections 8.7,
8.18, 8.19, 8.27 and 9.39 and Article XII hereof and as otherwise provided
herein and by the Code, have full power and authority to do any and all things
which it may deem necessary or desirable in connection with such servicing and
administration in accordance with the Servicing Standard. To the extent
consistent with the foregoing and subject to any express limitations and
provisions set forth in this Agreement, 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 the Trustee, customary consents
or waivers and other instruments and documents (including, without limitation,
estoppel certificates, financing statements, continuation statements, title
endorsements and reports and other documents and instruments necessary to
preserve and maintain the lien on the related Mortgaged Property and related
collateral), (B) to consent to assignments and assumptions or substitutions, and
transfers of interest of any Mortgagor, in each case subject to and in
accordance with the terms of the related Mortgage Loan and Section 8.7, (C) to
collect any Insurance Proceeds, (D) subject to Section 8.7, to consent to any
subordinate financings to be secured by any related Mortgaged Property to the
extent that such consent is required pursuant to the terms of the related
Mortgage or which otherwise is required, and, subject to Section 8.7, to consent
to any mezzanine debt to the extent such consent is required pursuant to the
terms of the related Mortgage; (E) to consent to the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related
Mortgaged Property or otherwise and to administer and monitor the application of
such proceeds and awards in accordance with the terms of the Mortgage Loan as
the applicable Master Servicer deems reasonable under the circumstances, (F) to
execute and deliver, on behalf of the Certificateholders and 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; provided, however, that with respect to the Mortgage Loans identified
on the Mortgage Loan Schedule as 1875 K Street, Equitable Plaza Building and Six
Penn Center, the General Master Servicer shall, to the extent permitted under
the related Mortgage Loan documents, obtain a Rating Agency Confirmation at the
expense of the related Mortgagor (if the related Mortgage Loan documents provide
that the Mortgagor shall pay such expense) or else at the expense of the Trust
as an Additional Trust Fund Expense in connection with the replacement of any
related asset or property manager, (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 under the terms of the Mortgage, including all rights of
consent or approval thereunder, (J) to enter into lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust 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) cause to be held on behalf of the Trustee, in accordance with the terms
of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing
clauses (A) through (M) are referred to collectively as "Master Servicer Consent
Matters." In addition, each Master Servicer, consistent with the Servicing
Standard, may waive any default interest and Late Fees with respect to its
Mortgage Loans that are not Specially Serviced Mortgage Loans; provided that, to
the extent the applicable Master Servicer waives any default interest and Late
Fees, any outstanding Advance Interest with respect to the related Mortgage Loan
that would otherwise have been paid out of such default interest and Late Fees
shall be paid out of the additional servicing compensation payable to such
Master Servicer with respect to that Mortgage Loan; and provided, further, that
if no additional servicing compensation is available to offset the outstanding
Advance Interest with respect to the Mortgage Loan that would otherwise be
offset by the default interest and Late Fees, then the applicable Master
Servicer shall not waive such default interest and Late Fees unless it is the
first such waiver with respect to the subject Mortgage Loan.

            Notwithstanding the above, the Master Servicers shall have no power
to (i) waive any Prepayment Premiums or (ii) consent to any modification of a
Money Term. In addition, subject to the Servicing Standard, the Master Servicers
shall not accept any prepayment of principal with respect to any Mortgage Loan
on any date other than the related Due Date unless (i) such payment is
accompanied by a payment of the interest due with respect to such Mortgage Loan
up to the next succeeding Due Date, (ii) such prepayment does not result in the
Trust incurring a Prepayment Interest Shortfall or (iii) such prepayment is
required to be permitted under the related Mortgage Loan documents on a date
other than the related Due Date. Nothing contained in this Agreement shall limit
the ability of the Master Servicers to lend money to (to the extent not secured,
in whole or in part, by any Mortgaged Property, except for a Co-op Mortgage Loan
as to which the NCB, FSB Subordinate Debt Conditions have been satisfied in
which case a subordinate loan may be secured by a mortgage lien on the related
Mortgaged Property), accept deposits from and otherwise generally engage in any
kind of business or dealings with any Mortgagor as though the Master Servicer
were not a party to this Agreement or to the transactions contemplated hereby;
provided, however, that this sentence shall not modify the Servicing Standard.

            (b) No Master Servicer shall be obligated to service and administer
the Mortgage Loans which have become and continue to be Specially Serviced
Mortgage Loans, except as specifically provided herein. Such Master Servicer
shall be required to make all calculations and prepare all reports required
hereunder with respect to such Specially Serviced Mortgage Loans (other than
calculations and reports expressly required to be made by the applicable Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances as set forth herein and render such incidental
services with respect to such Specially Serviced Mortgage Loans, all as are
specifically provided for herein, but shall have no other servicing or other
duties with respect to such Specially Serviced Mortgage Loans. Each Master
Servicer shall give notice within three Business Days to the applicable Special
Servicer of any collections it receives from any Specially Serviced Mortgage
Loans, subject to changes agreed upon from time to time by such Special Servicer
and such Master Servicer. Each Special Servicer shall instruct within one
Business Day after receiving such notice the applicable Master Servicer on how
to apply such funds. The applicable Master Servicer within one Business Day
after receiving such instructions shall apply such funds in accordance with the
applicable Special Servicer's instructions. Each Mortgage Loan that becomes a
Specially Serviced Mortgage Loan shall continue as such until such Mortgage Loan
becomes a Rehabilitated Mortgage Loan. No Master Servicer shall be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

            (c) Concurrently with the execution of this Agreement, the Trustee
shall sign the Powers of Attorney attached hereto as Exhibit S-1A and Exhibit
S-1B. The Master Servicer, shall promptly notify the Trustee of the recording of
any document on behalf of the Trustee under such Power-of-Attorney. From time to
time until the termination of the Trust, upon receipt of additional unexecuted
powers of attorney from the Master Servicers or the Special Servicers, the
Trustee shall execute and return to any Master Servicer, any Special Servicer or
any Primary Servicer any additional powers of attorney and other documents
necessary or appropriate to enable such Master Servicer and such Special
Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance,
repair, leasing or marketing of the Mortgaged Properties. Each Master Servicer
shall indemnify the Trustee for any costs, liabilities and expenses (including
attorneys' fees) incurred by the Trustee in connection with the intentional or
negligent misuse of such power of attorney by a Master Servicer. Notwithstanding
anything contained herein to the contrary, neither the Master Servicers nor the
Special Servicers shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding directly relating to the servicing of the Mortgage
Loans solely under the Trustee's name without indicating the Master Servicer's
or Special Servicer's, as applicable, representative capacity, (ii) initiate any
other action, suit or proceeding not directly relating to the servicing of the
Mortgage Loans (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or the Sellers for breaches
of representations and warranties) solely under the Trustee's name, (iii) engage
counsel to represent the Trustee in any action, suit or proceeding not directly
related to the servicing of the Mortgage Loans (including but not limited to
actions, suits or proceedings against Certificateholders, or against the
Depositor or the Sellers for breaches of representations and warranties, or (iv)
prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any other actions with the intent to
cause, and that actually causes, the Trustee to be registered to do business in
any state. The limitations of the preceding clause shall not be construed to
limit any duty or obligation imposed on the Trustee under any other provision of
this Agreement.

            (d) Each Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

            (e) Each Master Servicer (or any Primary Servicer on its behalf)
shall segregate and hold all funds collected and received pursuant to any
Mortgage Loan constituting Escrow Amounts separate and apart from any of its own
funds and general assets and shall establish and maintain one or more segregated
custodial accounts (each, an "Escrow Account") into which all Escrow Amounts
shall be deposited within one Business Day after receipt. Each Escrow Account
shall be an Eligible Account except with respect to Mortgage Loans identified on
Schedule VII for which Escrow Accounts shall be transferred to Eligible Accounts
at the earliest date permitted under the related Mortgage Loan documents. Each
Master Servicer shall also deposit into each applicable Escrow Account any
amounts representing losses on Eligible Investments pursuant to the immediately
succeeding paragraph and any Insurance Proceeds or Liquidation Proceeds which
are required to be applied to the restoration or repair of any Mortgaged
Property pursuant to the related Mortgage Loan. Each Escrow Account shall be
maintained in accordance with the requirements of the related Mortgage Loan and
in accordance with the Servicing Standard. Withdrawals from an Escrow Account
may be made only:

            (i) to effect timely payments of items constituting Escrow Amounts
      for the related Mortgage Loan;

            (ii) to transfer funds to the applicable Certificate Account (or any
      sub-account thereof) to reimburse the applicable Master Servicer for any
      Advance (or the Trust for any Unliquidated Advance) relating to Escrow
      Amounts, but only from amounts received with respect to the related
      Mortgage Loan which represent late collections of Escrow Amounts
      thereunder;

            (iii) for application to the restoration or repair of the related
      Mortgaged Property in accordance with the related Mortgage Loan and the
      Servicing Standard;

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement or pay-off of the related Mortgage Loan;

            (v) to pay from time to time to the related Mortgagor any interest
      or investment income earned on funds deposited in the applicable Escrow
      Account if such income is required to be paid to the related Mortgagor
      under applicable law or by the terms of the Mortgage Loan, or otherwise to
      the applicable Master Servicer; and

            (vi) to remove any funds deposited in a Escrow Account that were not
      required to be deposited therein or to refund amounts to the Mortgagors
      determined to be overages.

            Subject to the immediately succeeding two sentences, (i) each Master
Servicer may direct any depository institution or trust company in which the
applicable Escrow Accounts are maintained to invest the funds held therein in
one or more Eligible Investments; provided, however, that such funds shall be
either (x) immediately available or (y) available in accordance with a schedule
which will permit such Master Servicer to meet the payment obligations for which
the applicable Escrow Account was established; (ii) each Master Servicer shall
be entitled to all income and gain realized from any such investment of funds as
additional servicing compensation; and (iii) each Master Servicer shall deposit
from its own funds in the applicable Escrow Account the amount of any loss
incurred in respect of any such investment of funds on or before the next Master
Servicer Remittance Date. The Master Servicers shall not direct the investment
of funds held in any Escrow Account and retain the income and gain realized
therefrom if the terms of the related Mortgage Loan or applicable law permit the
Mortgagor to be entitled to the income and gain realized from the investment of
funds deposited therein, and the Master Servicers shall not be required to
invest amounts on deposit in applicable Escrow Accounts in Eligible Investments
or Eligible Accounts to the extent that the Master Servicers are required by
either law or under the terms of any related Mortgage Loan to deposit or invest
(or the Mortgagor is entitled to direct the deposit or investment of) such
amounts in another type of investments or accounts. In the event a Master
Servicer is not entitled to direct the investment of such funds, (1) such Master
Servicer shall direct the depository institution or trust company in which such
Escrow Accounts are maintained to invest the funds held therein in accordance
with the Mortgagor's written investment instructions, if the terms of the
related Mortgage Loan or applicable law require such Master Servicer to invest
such funds in accordance with the Mortgagor's directions; and (2) in the absence
of appropriate written instructions from the Mortgagor, the Master Servicers
shall have no obligation to, but may be entitled to, direct the investment of
such funds; provided, however, that in either event (i) such funds shall be
either (y) immediately available or (z) available in accordance with a schedule
which will permit the Master Servicers to meet the payment obligations for which
the applicable Escrow Account was established, and (ii) the Master Servicers
shall have no liability for any loss in investments of such funds that are
invested pursuant to written instructions from the Mortgagor.

            (f) The relationship of each of the Master Servicers and the Special
Servicers to the Trustee and the Paying Agent and to each other under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

            (g) With respect to each Mortgage Loan, if required by the terms of
the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the
applicable Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by such Master
Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required
pursuant to the related Mortgage Loan documents. The applicable Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the
related Mortgage Loan documents, any Lock-Box Agreement and in accordance with
the Servicing Standard.

            (h) The applicable Master Servicer or any Primary Servicer on its
behalf shall process all defeasances of Mortgage Loans in accordance with the
terms of the Mortgage Loan documents, and shall be entitled to any fees paid
relating thereto. The applicable Master Servicer shall not permit defeasance (or
partial defeasance if permitted under the Mortgage Loan) of any Mortgage Loan on
or before the second anniversary of the Closing Date unless such defeasance will
not result in an Adverse REMIC Event and such Master Servicer has received an
opinion of counsel to such effect and all items in the following sentence have
been satisfied. Subsequent to the second anniversary of the Closing Date, the
applicable Master Servicer, in connection with the defeasance of a Mortgage Loan
shall require (to the extent it is not inconsistent with the Servicing Standard)
that: (i) the defeasance collateral consists of "government securities" as
defined in the 1940 Act, subject to Rating Agency approval, (ii) such Master
Servicer has received evidence satisfactory to it, that the defeasance will not
result in an Adverse REMIC Event, (iii) either (A) the related Mortgagor
designates a Single-Purpose Entity (if the Mortgagor no longer complies) to own
the Defeasance Collateral (subject to customary qualifications) or (B) such
Master Servicer has established a Single-Purpose Entity to hold all Defeasance
Collateral relating to the Defeasance Loans (in its corporate capacity and not
as agent of or on behalf of the Trust or the Trustee), (iv) such Master Servicer
has requested and received from the Mortgagor (A) an opinion of counsel that the
Trustee will have a perfected, first priority security interest in such
Defeasance Collateral and (B) written confirmation from a firm of independent
accountants stating that payments made on such Defeasance Collateral in
accordance with the terms thereof will be sufficient to pay the subject Mortgage
Loan (or the defeased portion thereof in connection with a partial defeasance)
in full on or before its Maturity Date (or, in the case of the ARD Loan, on or
before its Anticipated Repayment Date) and to timely pay each subsequent
Scheduled Payment, (v) (A) such Master Servicer shall receive a Rating Agency
Confirmation if the Mortgage Loan (together with any other Mortgage Loan with
which it is cross-collateralized) has a Principal Balance greater than the
lesser of $20,000,000 and 5% of the Aggregate Certificate Balance (or such
higher threshold as shall be published by S&P), unless such Rating Agency has
waived in writing such Rating Agency Confirmation requirement or (B) if the
Mortgage Loan is less than or equal to both of the amounts set forth in clause
(A), either a Notice and Certification in the form attached hereto as Exhibit Z
(or such less restrictive form as shall be adopted by S&P) or a Rating Agency
Confirmation is received from S&P and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the applicable Master Servicer pursuant to this Section 8.3(h) shall be paid
by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document, if so allowed by the terms of such
documents.

            The parties hereto acknowledge that, if a Seller shall have breached
the representation set forth under the heading "Releases of Mortgaged Property"
in Exhibit 2 to the Mortgage Loan Purchase Agreements, regarding the obligations
of a Mortgagor to pay the costs of a tax opinion associated with the full or
partial release or substitution of collateral for a Mortgage Loan because the
related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, to the extent an amount is due and not paid by the
Mortgagor, then the sole obligation of the related Seller shall be to pay for
such tax opinion. In addition, the parties hereto acknowledge that, if a Seller
shall have breached the representation set forth under the heading "Defeasance
and Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance or assumption of the related Mortgage Loan, because
the related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, including, but not limited to, amounts owed to one or
both Rating Agencies, then the sole obligation of the related Seller shall be to
pay 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 expenses or costs, the applicable Master Servicer
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account. The related Seller shall have no obligation to
pay for any of the foregoing costs if the applicable Mortgagor has an obligation
to pay for such costs.

            In the case of a Specially Serviced Mortgage Loan, the applicable
Master Servicer shall process any defeasance of such Specially Serviced Mortgage
Loan in accordance with the original terms of the respective Mortgage Loan
documents following a request by the applicable Special Servicer that such
Master Servicer do so, which request shall be accompanied by a waiver of any
condition of defeasance that an "event of default" under such Specially Serviced
Mortgage Loan not have occurred or be continuing, and such Master Servicer shall
be entitled to any fees paid relating to such defeasance. If such "event of
default" is on account of an uncured payment default, the applicable Special
Servicer will process the defeasance of such Specially Serviced Mortgage Loan,
and such Special Servicer shall be entitled to any fees paid relating to such
defeasance.

            (i) The applicable Master Servicer shall, as to each Mortgage Loan
which is secured by the interest of the related Mortgagor under a ground lease,
confirm whether or not on or prior to the date that is thirty (30) days after
receipt of the related Servicer Mortgage File by such Master Servicer (or
Primary Servicer, if applicable), the Seller has notified the related ground
lessor of the transfer of such Mortgage Loan to the Trust pursuant to this
Agreement, and informed such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to such Master Servicer (as
evidenced by delivery of a copy thereof to such Master Servicer). Such Master
Servicer shall promptly notify the ground lessor if the Seller has failed to do
so by the thirtieth day after the Closing Date.

            Section 8.4  Primary Servicing and Sub-Servicing

            (a) The parties hereto (A) acknowledge that the General Master
Servicer has delegated certain of its obligations and assigned certain of its
rights under this Agreement to each of the Primary Servicers pursuant to the
respective Primary Servicing Agreements and the IXIS Sub-Servicer pursuant to
the IXIS Sub-Servicing Agreement and (B) agree: (1) in addition to those
obligations specifically delegated by the General Master Servicer to the Primary
Servicers under the applicable Primary Servicing Agreement and the IXIS
Sub-Servicer under the IXIS Sub-Servicing Agreement, each Primary Servicer and
(if so provided in the related Sub-Servicing Agreement) each Sub-Servicer shall
also perform the General Master Servicer's obligations set forth in Section
2.1(d) of this Agreement as such Section relates to the Mortgage Loans serviced
by it; (2) in addition to those rights specifically granted by the General
Master Servicer to the Primary Servicers under the applicable Primary Servicing
Agreement or any Sub-Servicer under the applicable Sub-Servicing Agreement,
those rights set forth in Section 8.24 hereof accruing to the benefit of the
General Master Servicer shall also accrue to the benefit of the Primary
Servicers and each Sub-Servicer; (3) any indemnification or release from
liability set forth in this Agreement accruing to the benefit of the General
Master Servicer shall also, to the extent applicable, benefit the Primary
Servicers and each Sub-Servicer; and (4) for each notice, certification, report,
schedule, statement or other type of writing that a party hereto is obligated to
deliver to the General Master Servicer in respect of Mortgage Loans for which a
Primary Servicer or Sub-Servicer has been engaged, such party shall deliver to
each of the applicable Primary Servicers or the applicable Sub-Servicer a copy
of such notice, certification, report, schedule, statement or other type of
writing at the time and in the same manner that any of the foregoing is required
to be delivered to the General Master Servicer.

            Notwithstanding the provisions of any Primary Servicing Agreement,
the Sub-Servicing Agreement or any other provisions of this Agreement, the
Master Servicers shall remain obligated and liable to the Trustee, the Paying
Agent, the Special Servicers and the Certificateholders for servicing and
administering of the Mortgage Loans in accordance with the provisions of this
Agreement to the same extent as if the applicable Master Servicer was alone
servicing and administering the Mortgage Loans; provided, however, the foregoing
shall not in any way limit or impair the indemnification provisions benefiting
the Master Servicer in Section 8.25. The Master Servicer or applicable Primary
Servicer shall supervise, administer, monitor, enforce and oversee the servicing
of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than
with respect to the agreements with the Primary Servicers or the Sub-Servicers
under agreements that are in effect as of the Closing Date, the terms of any
arrangement or agreement between the Master Servicer or applicable Primary
Servicer, on the one hand, and a Sub-Servicer, on the other, shall provide that
such sub-servicing agreement or arrangement may be terminated, without cause
(or, with respect to a sub-servicing agreement concerning the UCMFI Loans, with
cause only, provided that "cause" will be determined in the same manner as cause
is determined with respect to a Master Servicer pursuant to this Agreement) and
without the payment of any termination fees, by the Trustee in the event such
applicable Master Servicer or the applicable Primary Servicer is terminated in
accordance with this Agreement or the applicable Primary Servicing Agreement. In
addition, none of the Special Servicers, the Trustee, the Paying Agent or the
Certificateholders shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any
Sub-Servicer. The applicable Master Servicer or applicable Primary Servicer
shall pay the costs of enforcement against any of its Sub-Servicers at its own
expense, but shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement only to the extent that such recovery exceeds
all amounts due in respect of the related Mortgage Loans or (ii) from a specific
recovery of costs, expenses or attorneys fees against the party against whom
such enforcement is directed. Notwithstanding the provisions of any Primary
Servicing Agreement or any sub-servicing agreement, any of the provisions of
this Agreement relating to agreements or arrangements between a Master Servicer,
a Primary Servicer or a Sub-Servicer, or reference to actions taken through a
Sub-Servicer or otherwise, the applicable Master Servicer, or applicable Primary
Servicer shall remain obligated and liable to the Trustee, the Paying Agent, the
applicable Special Servicer and the Certificateholders for the servicing and
administering of the applicable Mortgage Loans in accordance with (and subject
to the limitations contained within) the provisions of this Agreement or the
applicable Primary Servicing Agreement without diminution of such obligation or
liability by virtue of indemnification from a Sub-Servicer and to the same
extent and under the same terms and conditions as if the applicable Master
Servicer or applicable Primary Servicer alone were servicing and administering
the Mortgage Loans.

            (b) Subject to the limitations of subsection (a), the Master
Servicers or any Primary Servicer may appoint one or more sub-servicers (each,
along with the IXIS Sub-Servicer, a "Sub-Servicer") to perform all or any
portion of its duties hereunder for the benefit of the Trustee and the
Certificateholders, provided, however, that any decision or recommendation
involving the exercise of a Primary Servicer's discretion as a "lender" under
any loan document with respect to a Mortgage Loan shall be exercised only by the
Primary Servicer and may not be delegated to a Sub-Servicer.

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

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

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

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicers, in such capacity, are
neither a party to any Primary Servicing Agreement or Sub-Servicing Agreement,
nor are they bound by any provision of any Primary Servicing Agreement or the
Sub-Servicing Agreement in its capacity as Special Servicer. The Special
Servicers hereby acknowledge the delegation of rights and duties hereunder by
the General Master Servicer pursuant to the provisions of the Primary Servicing
Agreements and the Sub-Servicing Agreements in effect on the date hereof.

            Section 8.5  Servicers May Own Certificates

            Any Master Servicer and any Primary Servicer and any agent of the
Master Servicers or Primary Servicers in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not such Master Servicer, such Primary Servicer or such agent.
Any such interest of any Master Servicer or any Primary Servicer or such agent
in the Certificates shall not be taken into account when evaluating whether
actions of such Master Servicer are consistent with its obligations in
accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by such
Master Servicer.

            Section 8.6  Maintenance of Hazard Insurance, Other Insurance and
Taxes

            Subject to the limitations set forth below, each Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgaged Property (other than any REO
Property) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such Mortgage Loan but, in any event,
in an amount sufficient to avoid the application of any co insurance clause, (B)
any terrorism insurance coverage for a Mortgage Loan, which the related
Mortgagor is required to maintain under the related Mortgage, to the extent that
such insurance is available at a commercially reasonable rate and (C) any other
insurance coverage for a Mortgage Loan which the related Mortgagor is required
to maintain under the related Mortgage; provided the applicable Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property
required by the related Mortgage unless such insurance was required at
origination and is available at a commercially reasonable rate; provided,
however, that the applicable Special Servicer shall have the right, but not the
duty, to obtain, at the Trust's expense, earthquake insurance on any Mortgaged
Property securing a Specially Serviced Mortgage Loan or an REO Property so long
as such insurance is available at a commercially reasonable rate; provided,
further, that a determination by a Master Servicer that terrorism insurance is
not available at a commercially reasonable rate shall be subject to the approval
of the Operating Adviser as set forth below. If the related Mortgagor does not
maintain the insurance set forth in clauses (A), (B) and (C) above, then the
applicable Master Servicer shall cause to be maintained such insurance with a
Qualified Insurer and the payment of the cost of such insurance shall be a
Servicing Advance; provided, that a determination by a Master Servicer that
terrorism insurance should not be obtained on a force-placed basis shall be
subject to the approval of the Operating Adviser as set forth below. Upon a
Master Servicer's determination that terrorism insurance is not available at a
commercially reasonable rate or that terrorism insurance should not be obtained
on a force-placed basis, such Master Servicer shall notify the Operating
Adviser. The Operating Adviser shall have five days after such notice to
disapprove such determination. The failure of the Operating Adviser to provide
notice of such disapproval in such time period shall be deemed approval. If the
Operating Adviser provides such notice of disapproval within such time period,
the Master Servicer shall obtain such insurance coverage and the cost of such
insurance coverage shall be considered a Servicing Advance.

            Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If, on the
date of origination, the improvements on the Mortgaged Property are located in a
designated special flood hazard area by the Federal Emergency Management Agency
in the Federal Register, as amended from time to time (to the extent permitted
under the related Mortgage Loan or as required by law), the applicable Master
Servicer (with respect to any Mortgaged Property that is not an REO Property)
shall cause flood insurance to be maintained. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan or (ii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program, if the
area in which the improvements on the Mortgaged Property are located is
participating in such program. Any amounts collected by the applicable Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the terms of
the applicable Mortgage Loan) shall be deposited in the applicable Certificate
Account.

            Any cost (such as insurance premiums and insurance broker fees but
not internal costs and expenses of obtaining such insurance) incurred by a
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall
not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Paying Agent for their benefit, be
added to the Principal Balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan permit such cost to be added to the outstanding
Principal Balance thereof. Such costs shall be paid as a Servicing Advance by
such Master Servicer, subject to Section 4.4 hereof.

            Notwithstanding the above, a Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, a Master Servicer
shall not be required in any event to maintain or obtain insurance coverage to
the extent the Trustee as mortgagee does not have an insurable interest or
beyond what is reasonably available at a commercially reasonable rate and
consistent with the Servicing Standard. Each Master Servicer shall notify the
Trustee in the event it makes such determination. Notwithstanding the foregoing,
such determination shall be subject to the approval of the Operating Adviser
with respect to terrorism insurance, as set forth in the first paragraph of this
Section 8.6. In addition, each Master Servicer shall be entitled to rely at its
own expense on insurance consultants in connection with any such determination.
In no event shall the Master Servicer be required to obtain any insurance
coverage that would require a Servicing Advance that constitutes a
Nonrecoverable Advance.

            Each Master Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 8.6 either (i) if such Master
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans, it being understood and agreed that such policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing
Standard, and provided that such policy is issued by a Qualified Insurer or (ii)
if such Master Servicer, provided that its or its parent's long-term rating is
not less than "A" by S&P and "A2" by Moody's, self-insures for its obligations
as set forth in the first paragraph of this Section 8.6. In the event that a
Master Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by such Master
Servicer as a Servicing Advance. If such policy contains a deductible clause,
the applicable Master Servicer shall, if there shall not have been maintained on
the related Mortgaged Property a policy complying with this Section 8.6 and
there shall have been a loss that would have been covered by such policy,
deposit in the applicable Certificate Account the amount not otherwise payable
under such master force placed or blanket insurance policy because of such
deductible clause to the extent that such deductible exceeds (i) the deductible
under the related Mortgage Loan or (ii) if there is no deductible limitation
required under the Mortgage Loan, the deductible amount with respect to
insurance policies generally available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard, and deliver
to the Trustee an Officer's Certificate describing the calculation of such
amount. In connection with its activities as administrator and servicer of the
Mortgage Loans, the applicable Master Servicer agrees to present, on its behalf
and on behalf of the Trustee, claims under any such master force placed or
blanket insurance policy.

            With respect to each Mortgage Loan, the applicable Master Servicer
shall maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the applicable Master
Servicer (other than with respect to REO Mortgage Loans) shall, except in the
case of Mortgage Loans under which Escrow Amounts are not held by the applicable
Master Servicer (i) obtain all bills for the payment of such items (including
renewal premiums), and (ii) effect payment of all such bills, taxes and other
assessments with respect to such Mortgaged Properties prior to the applicable
penalty or termination date, in each case employing for such purpose Escrow
Amounts as allowed under the terms of the related Mortgage Loan. If a Mortgagor
fails to make any such payment on a timely basis or collections from the
Mortgagor are insufficient to pay any such item before the applicable penalty or
termination date, the applicable Master Servicer in accordance with the
Servicing Standard shall use its reasonable efforts to pay as a Servicing
Advance the amount necessary to effect the payment of any such item prior to
such penalty or termination date (or, with respect to real estate taxes, prior
to the earlier of the imposition of late tax payment penalty charges or the
notice of intent to create a tax lien on the Mortgaged Property), subject to
Section 4.4 hereof. No costs incurred by the Master Servicers or the Trustee, as
the case may be, in effecting the payment of taxes and assessments on the
Mortgaged Properties and related insurance premiums and ground rents shall, for
the purpose of calculating distributions to Certificateholders, be added to the
Principal Balance of the Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans permit such costs to be added to the outstanding principal
balances of such Mortgage Loans.

            Section 8.7  Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause

            (a) In the event a Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, such Master Servicer (or, if applicable, a Primary Servicer) shall
obtain relevant information for purposes of evaluating such request and no
Special Servicer shall have an obligation to review or consent to such request.
For the purpose of the foregoing sentence, the term "expressly permits" shall
include outright permission to assign, permission to assign upon satisfaction of
certain conditions or prohibition against assignment except upon the
satisfaction of stated conditions. With respect to each Mortgage Loan that does
not "expressly permit" an assignment or assumption, if such Master Servicer (or,
if such Mortgage Loan is serviced by a Primary Servicer, the Primary Servicer)
recommends to approve such assignment, the Master Servicer shall provide to the
applicable Special Servicer and the Operating Adviser (or, with respect to a
recommendation by the Primary Servicer, to the applicable Master Servicer, the
Special Servicer and the Operating Adviser, simultaneously) a copy of such
recommendation and the materials upon which such recommendation is based (which
information shall consist of the information to be included in the Assignment
and Assumption Submission to the applicable Special Servicer, in the form
attached hereto as Exhibit U) and all other information related to such
assignment and assumption in its possession reasonably requested by the Special
Servicer and (A) the applicable Special Servicer shall have the right hereunder
to grant or withhold consent to any such request for such assignment and
assumption in accordance with the terms of the Mortgage Loan and this Agreement,
and such Special Servicer shall not unreasonably withhold such consent and any
such decision of such Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify the Master
Servicer in writing within ten Business Days following such Master Servicer's or
the applicable Primary Servicer's delivery of the recommendation described above
and the Assignment and Assumption Submission 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; provided, that,
if the applicable Special Servicer reasonably requests additional information
from the Master Servicer or Primary Servicer, as applicable, on which to base
its decision, the foregoing ten Business Day period in which the Special
Servicer has to consent to the Assignment and Assumption Submission shall cease
to run on the Business Day on which the Special Servicer makes such request and
shall resume to run on the Business Day on which the Special Servicer receives
such additional information, and (C) the Master Servicer or Primary Servicer
shall not permit any such assignment or assumption unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described in the preceding clause (B). The
Special Servicers hereby acknowledge the delegation of rights and duties
hereunder by the Master Servicers pursuant to the provisions of each Primary
Servicing Agreement. If a Special Servicer withholds consent pursuant to the
provisions of this Agreement, it shall provide the applicable Master Servicer or
any applicable Primary Servicer with a written statement and a verbal
explanation as to its reasoning and analysis within the time frame specified in
(B) of the preceding sentence. Upon consent or deemed consent by such Special
Servicer to such proposed assignment and assumption, the applicable Master
Servicer or Primary Servicer, as applicable, shall process such request of the
related Mortgagor and shall be authorized to enter into an assignment and
assumption or substitution agreement with the Person to whom the related
Mortgaged Property has been or is proposed to be conveyed, and/or release the
original Mortgagor from liability under the related Mortgage Loan and substitute
as obligor thereunder the Person to whom the related Mortgaged Property has been
or is proposed to be conveyed; provided, however, that the applicable Master
Servicer shall not enter into any such agreement to the extent that any terms
thereof would result in an Adverse REMIC Event or create any lien on a Mortgaged
Property that is senior to, or on parity with, the lien of the related Mortgage.
In the event that the applicable Master Servicer shall require a
Nondisqualification Opinion in order to process a request for a substitution,
such Master Servicer shall use its reasonable efforts in accordance with the
Servicing Standard to collect the related costs, expenses and fees from the
Mortgagor to the extent the related Mortgage Loan documents require the related
Mortgagor to pay such amounts. To the extent permitted by applicable law, the
Master Servicers shall not enter into such an assumption or substitution
agreement unless the credit status of the prospective new Mortgagor is in
conformity to the terms of the related Mortgage Loan. In making its
recommendation, the Master Servicers shall evaluate such conformity in
accordance with the Servicing Standard. The Master Servicers shall not condition
approval of any request for assumption of a Mortgage Loan on an increase in the
interest rate of such Mortgage Loan. Each Master Servicer shall notify the
Trustee, the Paying Agent, the applicable Special Servicer and the Operating
Adviser of any assignment and assumption or substitution agreement executed
pursuant to this Section 8.7(a). Each Master Servicer, as applicable, shall be
entitled to (as additional servicing compensation) 50% of any assumption fee
collected from a Mortgagor in connection with an assignment and assumption or
substitution of a non-Specially Serviced Mortgage Loan (except that such Master
Servicer shall be entitled to 100% of such fee in connection with (a) any
assignment and assumption or substitution with respect to which the consent of
the Special Servicer was not required or (b) any assignment and assumption or
substitution that is "expressly permitted" pursuant to the terms of the related
Mortgage Loan), as executed pursuant to this Section 8.7(a) and the applicable
Special Servicer shall be entitled to (as additional special servicing
compensation) the other 50% of such fee relating to the non-Specially Serviced
Mortgage Loans (except with respect to the Mortgage Loans with respect to which
such Special Servicer's consent was not required in connection therewith or with
respect to any assignment and assumption or substitution that is not "expressly
permitted" pursuant to the terms of the related Mortgage Loan); provided that
any such fees payable to a Master Servicer pursuant to this paragraph shall be
divided between such Master Servicer and any related Primary Servicer as set
forth in the applicable Primary Servicing Agreement.

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

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

            In addition, the General Special Servicer acknowledges that the
General Master Servicer has delegated certain tasks, rights and obligations to
the Primary Servicers of the UCMFI Loans, the SunTrust Loans and the MM Loans
with respect to enforcement of due-on-sale clauses, assumption agreements and
due-on-encumbrance clauses pursuant to Section 8.4 of this Agreement. Such
Primary Servicing Agreement grants the Primary Servicer certain authority to
evaluate and process certain requests with respect thereto in accordance with
this Agreement or the applicable Primary Servicing Agreement and the applicable
Mortgage Loan documents; provided however, that no such authority to evaluate
and process certain requests shall be in contravention of the immediately
preceding paragraph. Such Primary Servicer is not required to obtain the consent
of the General Master Servicer with respect to requests for transfers that are
expressly permitted pursuant to the applicable Mortgage Loan documents. With
respect to other requests specified in the related Primary Servicing Agreement
that require the approval of the General Special Servicer and subject to the
terms and provisions of the related Primary Servicing Agreement, the Primary
Servicer may forward its recommendation directly to the Special Servicer (with a
copy to the General Master Servicer) or it may forward its recommendation with
respect to such request to the General Master Servicer. The General Master
Servicer shall use reasonable efforts to forward such recommendation to the
General Special Servicer within five (5) Business Days of receipt thereof after
which the General Special Servicer shall inform the General Master Servicer and
the applicable Primary Servicer of its decision on or prior to the date on which
the General Special Servicer's time to respond has lapsed.

            In addition, the Special Servicer acknowledges that, pursuant to the
Sub-Servicing Agreement, the Master Servicer has delegated certain tasks, rights
and obligations with respect to the IXIS Loans to the IXIS Sub-Servicer.

            (b) Reserved.

            (c) Neither the Master Servicers nor the Special Servicers shall
have any liability, and shall be indemnified by the Trust for any liability to
the Mortgagor or the proposed assignee, for any delay in responding to requests
for assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

            (d) If any Mortgage Loan that is not a Specially Serviced Mortgage
Loan contains a provision in the nature of a "due-on-sale" clause, which by its
terms (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the sale 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 applicable Master Servicer's review and determination (such determination to
be approved by the applicable Special Servicer in the same manner as in Section
8.7(a)) to either (A) enforce such due-on-sale clause (unless, with respect to
the MM Loans, such enforcement is not permitted pursuant to the related Mortgage
Loan documents) or (B) if in the best economic interest of the Trust, waive the
effect of such provision, shall be processed in the same manner as in Section
8.7(a); provided, however, that if the Principal Balance of such Mortgage Loan
(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 is one of the then current top 10 loans (by Principal Balance) in
the pool, then prior to waiving the effect of such provision, the applicable
Master Servicer shall obtain Rating Agency Confirmation regarding such waiver.
In connection with the request for such consent, such Master Servicer shall
prepare and deliver to S&P and Moody's a memorandum outlining its analysis and
recommendation in accordance with the Servicing Standard, together with copies
of all relevant documentation. Each Master Servicer shall promptly forward
copies of the assignment and assumption documents relating to any Mortgage Loan
to the applicable Special Servicer, the Paying Agent and the Trustee, and such
Master Servicer shall promptly thereafter forward such documents to the Rating
Agencies. The applicable Special Servicer and the applicable Master Servicer
shall each be entitled to (as additional compensation) 50% of any fee collected
from a Mortgagor in connection with the granting or withholding such consent
with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans;
provided, that with respect to the UCMFI Loans, the applicable Special Servicer
shall only be entitled to 50% of such fee if such Special Servicer's consent was
required in connection therewith; provided, further, that such fees that are
allocated to a Master Servicer pursuant hereto shall be divided between such
Master Servicer and any applicable Primary Servicer as set forth in the related
Primary Servicing Agreement.

            (e) Each Master Servicer, as applicable, shall have the right to
consent to any transfers of an interest in a Mortgagor of a Mortgage Loan that
is not a Specially Serviced Mortgage Loan, to the extent such transfer is to a
party or entity specifically named or described under the terms of the related
Mortgage Loan, and the NCB Master Servicer shall be permitted to consent to any
transfer of an interest in a Mortgagor under a Co-op Loan in connection with a
transfer of cooperative units therein to the extent such consent is required
under the terms of the related Mortgage Loan, in each case including any consent
to transfer to any subsidiary or Affiliate of Mortgagor, to a Person acquiring
less than a majority interest in the Mortgagor or to an entity of which the
Mortgagor is the controlling beneficial owner; provided, however, that if (i)
the Principal Balance of such Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) at such time equals or exceeds 5% of
the Aggregate Certificate Balance or is one of the then current top 10 loans (by
Principal Balance) in the pool (provided that such Mortgage Loan has a then
current Principal Balance of $5,000,000 or more), and (ii) the transfer is of an
equity interest in the Mortgagor greater than 49%, then prior to consenting,
such Master Servicer shall obtain a Rating Agency Confirmation regarding such
consent, the costs of which to be payable by the related Mortgagor to the extent
provided for in the Mortgage Loan documents. Each Master Servicer, as
applicable, shall be entitled to collect and receive from Mortgagors any
customary fees in connection with such transfers of interest as additional
servicing compensation to the extent such Master Servicer's collection of such
fees is not expressly prohibited under the related loan documents for the
Mortgage Loan.

            (f) The Trustee for the benefit of the Certificateholders shall
execute any necessary instruments in the form presented to it by the applicable
Master Servicer (pursuant to subsection (a) or (d)) for such assignments and
assumptions agreements. Upon the closing of the transactions contemplated by
such documents, the applicable Master Servicer shall cause the originals of the
assignment and assumption agreement, the release (if any), or the modification
or supplement to the Mortgage Loan to be delivered to the Trustee except to the
extent such documents have been submitted to the recording office, in which
event such Master Servicer shall promptly deliver copies of such documents to
the Trustee and the applicable Special Servicer.

            (g) If any Mortgage Loan (other than a Specially Serviced Mortgage
Loan or a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
Conditions have been satisfied) which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      a lien on the ownership interest in the Mortgagor; or

            (ii) requires the consent of the Mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, as long as such Mortgage Loan is included in the Trust, the applicable
Master Servicer, on behalf of the Trustee as the Mortgagee of record, shall
exercise (or, subject to Section 8.18, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard,
sub-section (h) below and Section 8.18 hereof. The applicable Master Servicer
shall not waive the effect of such provision without first obtaining Rating
Agency Confirmation regarding such waiver and complying with the provisions of
the next succeeding paragraph; provided, however, that such Rating Agency
Confirmation shall only be required if the applicable Mortgage Loan (x)
represents 2% or more of the 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 or (y) such Mortgage Loan (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 any Junior Indebtedness) that is less than 1.2x.

            (h) Without limiting the generality of the preceding paragraph, in
the event that a Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage
Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied),
the applicable Master Servicer shall obtain relevant information for purposes of
evaluating such request for a waiver. If the applicable Master Servicer
recommends to waive such clause, such Master Servicer shall provide to the
applicable Special Servicer a copy of such recommendation and the materials upon
which such recommendation is based (which information shall consist of the
information to be included in the Additional Lien, Monetary Encumbrance and
Mezzanine Financing Submission Package to such Special Servicer, in the form
attached hereto as Exhibit V and any other information in its possession
reasonably requested by such Special Servicer) and (A) the applicable Special
Servicer shall have the right hereunder to grant or withhold consent to any such
request in accordance with the terms of the Mortgage Loan and this Agreement,
and such Special Servicer shall not unreasonably withhold such consent and any
such decision of such Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify the
applicable Master Servicer in writing, within ten Business Days following such
Master Servicer's delivery of the recommendation described above and the
complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package and any other information in its possession reasonably
requested by such Special Servicer to such Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the applicable
Master Servicer shall not permit any such waiver unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. If the
applicable Special Servicer withholds consent pursuant to the foregoing
provisions, it shall provide the applicable Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the applicable Special Servicer to such proposed
waiver, the applicable Master Servicer shall process such request of the related
Mortgagor subject to the other requirements set forth above.

            (i) The parties hereto acknowledge that, if a Seller shall have
breached the representation set forth under the heading "Defeasance and
Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
of obtaining any Rating Agency Confirmation in connection with an assumption or
defeasance of the related Mortgage Loan because the related mortgage loan
documents do not require the Mortgagor to pay costs related thereto, then it
shall be the sole obligation of the related Seller to pay an amount equal to
such insufficiency to the extent the related Mortgagor is not required to pay
such amount. Promptly upon receipt of notice of such insufficiency, the
applicable Master Servicer or the applicable Special Servicer, as applicable,
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account. The applicable Master Servicer may not waive
such payment by the Mortgagor (and then seek payment for such costs and expenses
from the Seller) and shall use its reasonable efforts to collect such amounts
from the Mortgagor to the extent the related mortgage loan documents require the
related Mortgagor to pay such amounts.

            (j) Notwithstanding the foregoing, and regardless of whether a
particular Co-op Mortgage Loan contains specific provisions regarding the
incurrence of subordinate debt, or prohibits the incurrence of subordinate debt,
or requires the consent of the Mortgagee in order to incur subordinate debt, the
NCB Master Servicer may, nevertheless, in accordance with the Servicing
Standard, without the need to obtain any consent hereunder (and without the need
to obtain a Rating Agency Confirmation), permit the related Borrower to incur
subordinate debt if the NCB, FSB Subordinate Debt Conditions have been met (as
certified in writing to the Trustee and the Operating Advisor by the NCB Master
Servicer no later than five Business Days prior to the making of the subject
subordinate loan without right of reimbursement from the Trust) which
certification shall include notice of the circumstances of the waiver, including
information necessary for the Operating Advisor to determine whether the NCB,
FSB Subordinate Debt Conditions have been satisfied; provided, that, subject to
the related Mortgage Loan documents and applicable law, the NCB Master Servicer
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, in accordance with any related "due-on-encumbrance" clause under
any Mortgage Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust.

            (k) Notwithstanding the foregoing, in the event a Master Servicer
(or, if applicable, a Primary Servicer) receives a request from a Mortgagor
under a UCMFI Loan pursuant to the provisions of any such Mortgage Loan (other
than a UCMFI Loan that is a Specially Serviced Mortgage Loan) that expressly
permits, subject to any conditions set forth in the Mortgage Loan documents, the
incurrence of any subordinate or mezzanine debt, such Master Servicer (or, if
applicable, a Primary Servicer) shall obtain relevant information for purposes
of evaluating and processing such request and no Special Servicer shall have an
obligation to review or consent to such request. For the purpose of the
foregoing sentence, the term "expressly permits" shall include outright
permission to incur subordinate or mezzanine debt upon satisfaction of certain
conditions.

            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 or the receipt by a Master Servicer of a
notification that payment in full (or such payment, if any, in connection with
the satisfaction and discharge in full of any Specially Serviced Mortgage Loan)
will be escrowed in a manner customary for such purposes, and upon notification
by the applicable Master Servicer in the form of a certification (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the applicable Certificate Account have been or will be so
deposited) of a Servicing Officer and a request for release of the Trustee
Mortgage File in the form of Exhibit C hereto the Trustee shall promptly release
the related Trustee Mortgage File to the applicable Master Servicer and the
Trustee shall execute and deliver to such Master Servicer the deed of
reconveyance or release, satisfaction or assignment of mortgage or such
instrument releasing the lien of the Mortgage, as directed by such Master
Servicer together with the Mortgage Note. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicers to execute and deliver, on behalf of the Trustee, the
Certificateholders or any of them, any and all instruments of satisfaction,
cancellation or assignment without recourse, representation or warranty, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Mortgage Loans, and with respect to the Mortgaged Properties held
for the benefit of the Certificateholders. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Distribution Account but shall be paid by the applicable Master Servicer
except to the extent that such expenses are paid by the related Mortgagor in a
manner consistent with the terms of the related Mortgage and applicable law.
From time to time and as shall be appropriate for the servicing of any Mortgage
Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee shall, upon request of the applicable Master Servicer and the
delivery to the Trustee of a Request for Release signed by a Servicing Officer,
in the form of Exhibit C hereto, release the Trustee Mortgage File to such
Master Servicer or the applicable Special Servicer, as the case may be.

            Section 8.9  Documents, Records and Funds in Possession of the
Master Servicers to Be Held for the Trustee for the Benefit of the
Certificateholders

            Notwithstanding any other provisions of this Agreement, each Master
Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of such
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Servicer Mortgage Files and funds collected or held by, or under the control of,
each Master Servicer in respect of such Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, including any funds on deposit in the applicable Certificate
Accounts, shall be held by the applicable Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee, subject to the applicable provisions of this
Agreement. Each Master Servicer agrees that it shall not create, incur or
subject any Servicer Mortgage Files or Trustee Mortgage File or any funds that
are deposited in the Certificate Accounts or the applicable Escrow Accounts, or
any funds that otherwise are or may become due or payable to the Trustee or the
Paying Agent, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of setoff against any Servicer Mortgage Files or Trustee Mortgage
File or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Master Servicers shall be entitled to receive from any such
funds any amounts that are properly due and payable to the Master Servicers
under this Agreement.

            Section 8.10  Servicing Compensation

            (a) As compensation for its activities hereunder, each Master
Servicer shall be entitled to the Master Servicing Fee and the General Master
Servicer shall be entitled to the Primary Servicing Fee (except with respect to
the NCB, FSB Loans), which shall be payable by the Trust from amounts held in
the applicable Certificate Accounts or otherwise collected from the Mortgage
Loans and REO Loans as provided in Section 5.2. The General Master Servicer
shall be required to pay to the Primary Servicers the related Primary Servicing
Fees (except with respect to the NCB, FSB Loans), which shall be payable by the
Trust from amounts as provided in Section 5.1(c), unless retained by the Primary
Servicers from amounts transferred to the General Master Servicer in accordance
with the terms of the Primary Servicing Agreements. The Master Servicers shall
be required to pay to the holders of the rights to the Excess Servicing Fees
(including, if applicable, the applicable Master Servicer), the Excess Servicing
Fees, which shall be payable by the Trust as provided in Section 5.1(c), unless
otherwise retained by the holders of such rights. Notwithstanding anything
herein to the contrary, if any of the holders of the right to receive Excess
Servicing Fees resigns or is no longer a Master Servicer or Primary Servicer (to
the extent that such Person was ever a Master Servicer or a Primary Servicer),
as applicable, for any reason, it will continue to have the right to receive its
portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as a Master Servicer or
Primary Servicer hereunder. The General Master Servicer shall also be entitled
to the Primary Servicing Fee (except with respect to the NCB, FSB Loans), which
shall be payable by the Trust from amounts held in the applicable Certificate
Account (or a sub-account thereof) or otherwise collected from the Mortgage
Loans as provided in Section 5.2, provided that the Primary Servicing Fee
payable to the General Master Servicer shall only be collected from the Mortgage
Loans set forth on Schedule III, Schedule IV and Schedule VI. There shall be no
Primary Servicing Fee payable with respect to the NCB, FSB Loans.

            (b) Additional servicing compensation in the form of application
fees, assumption fees, extension fees, servicing fees, default interest payable
at a rate above the Mortgage Rate (net of any amount used to pay Advance
Interest, Additional Trust Fund Expenses, Special Servicing Fees, Liquidation
Fees and Workout Fees relating to the subject Mortgage Loan as provided in
Section 4.5), Modification Fees, forbearance fees, Late Fees (net of any amount
used to pay Advance Interest), other usual and customary charges and fees
actually received from Mortgagors and any other fees listed in any of the
Primary Servicing Agreements, all such fees subject to allocation pursuant to
such Primary Servicing Agreements, shall be retained by the applicable Master
Servicer, provided that the applicable Master Servicer shall be entitled to
receive (i) 50% of any assumption fees relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans that require Special Servicer approval or 100%
of any assumption fees relating to Mortgage Loans which are not Specially
Serviced Mortgage Loans for which with respect to the assignment, assumption or
substitution (a) the consent of the Special Servicer was not required or (b) is
"expressly permitted" pursuant to the terms of the related Mortgage Loan as
payable under Section 8.7(a) or 8.7(d), (ii) 100% of application fees, default
interest (net of the default interest used to pay Advance Interest, as set forth
above), forbearance fees, Late Fees (net of any amount used to pay Advance
Interest) and Modification Fees on Mortgage Loans that are not Specially
Serviced Mortgage Loans as provided in Section 8.18 hereof; and (iii) 100% of
any modification or extension fees collected from the related Mortgagor in
connection with the extension of the Maturity Date of any Mortgage Loan as
provided in Section 8.18; provided, however, that the applicable Master Servicer
shall not be entitled to any such fees in connection with any Specially Serviced
Mortgage Loans and, such fees will be subject to the allocations set forth in
the Primary Servicing Agreements. If the applicable Master Servicer collects any
amount payable to the applicable Special Servicer hereunder in connection with
an REO Mortgage Loan or Specially Serviced Mortgage Loan, the applicable Master
Servicer shall promptly remit such amount to the applicable Special Servicer as
provided in Section 5.2. The applicable Master Servicer shall be required to pay
(in the manner otherwise provided herein) all applicable expenses incurred by it
in connection with its servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee payable to each Master Servicer for each monthly period relating to each
Determination Date shall be reduced by an amount equal to the Compensating
Interest (if any) relating to Mortgage Loans serviced by such Master Servicer
for such Determination Date.

            (d) Each Master Servicer, as applicable, shall also be entitled to
additional servicing compensation of (i) an amount equal to the excess, if any,
of the aggregate Prepayment Interest Excess relating to its respective Mortgage
Loans (including any Specially Serviced Loans) for each Distribution Date over
the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such
Distribution Date, (ii) interest or other income earned on deposits in the
applicable Certificate Account and the Distribution Account (but only to the
extent of the net investment earnings, if any, with respect to each such
account), and, (iii) to the extent not required to be paid to any Mortgagor
under applicable law, any interest or other income earned on deposits in its
respective Escrow Accounts.

            Section 8.11  Master Servicer Reports; Account Statements

            (a) For each Distribution Date, (i) each Master Servicer shall
deliver to the Paying Agent on the related Report Date, the Loan Periodic Update
File with respect to such Distribution Date, (ii) each Master Servicer shall
report to the Paying Agent on the related Advance Report Date, the amount of any
P&I Advance to be made by such Master Servicer on the related Master Servicer
Remittance Date and (iii) each Master Servicer shall notify the Paying Agent as
soon as reasonably possible, but no later than noon, New York City time on the
Master Servicer Remittance Date, of the amount of any Principal Payments and
Balloon Payments received by the Business Day immediately preceding the Master
Servicer Remittance Date, which amounts were not reported pursuant to clause (i)
or (ii) immediately above. Each Special Servicer is required to provide, in the
form required under Section 9.32, all information relating to Specially Serviced
Mortgage Loans in order for the applicable Master Servicer to satisfy its duties
in this Section 8.11 not later than one Business Day prior to the date such
Master Servicer is required to distribute any report. Each Master Servicer shall
be entitled in good faith to rely on and shall have no liability for information
provided by third parties, including the Special Servicers.

            (b) Each Master Servicer shall notify the Trustee and the Paying
Agent on or before the Closing Date of the initial location of the applicable
Certificate Accounts and, promptly following any change in location of any
Certificate Account, the new location thereof.

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

            (d) Reserved.

            (e) Each Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the applicable
Special Servicer, the Operating Adviser and each Rating Agency, in each case
upon request by such Person and only to the extent such reports and information
are not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicers shall not have any obligation to deliver any statement,
notice or report that is then made available on such Master Servicer's website
or the Paying Agent's Website, provided that it has notified all parties
entitled to delivery of such reports, by electronic mail or other notice
provided in this Agreement, to the effect that such statements, notices or
reports shall thereafter be made available on such website from time to time.

            (g) Each Master Servicer shall deliver or cause to be delivered to
the Paying Agent the following CMSA Reports with respect to the Mortgage Loans
serviced by such Master Servicer (and, if applicable, the related REO
Properties) providing the required information as of the related Determination
Date upon the following schedule: (i) a CMSA Comparative Financial Status Report
not later than each Report Date, commencing in December 2005; (ii) a CMSA
Operating Statement Analysis Report, the CMSA Financial File and the CMSA NOI
Adjustment Worksheet in accordance with Section 8.14 of this Agreement; (iii) a
CMSA Servicer Watch List in accordance with and subject to the terms of Section
8.11(h) on each Report Date, commencing in December 2005; (iv) a CMSA Loan Setup
File (with respect to the initial Distribution Date only) not later than the
Report Date in November 2005; (v) a CMSA Loan Periodic Update File not later
than each Report Date commencing in November 2005 (a November 2005 report will
be issued by the Master Servicer in the format and with the content as
reasonably agreed by the Master Servicer and the Trustee); (vi) a CMSA Property
File on each Report Date, commencing in December 2005; (vii) a CMSA Delinquent
Loan Status Report on each Report Date, commencing in December 2005; (viii) a
CMSA Historical Loan Modification and Corrected Mortgage Loan Report not later
than each Report Date, commencing in December 2005; (ix) a CMSA Historical
Liquidation Report not later than each Report Date, commencing in December 2005;
and (x) a CMSA REO Status Report on each Report Date, commencing in December
2005. In the case of the CMSA Property File, the CMSA Comparative Financial
Status Reports, the quarterly CMSA Operating Statement Analysis Report and
quarterly CMSA Financial File, with respect to the MM Loans, the Master Servicer
will only be required to deliver such reports at the level of frequency at which
the related Mortgagor is required to deliver the applicable financial
information to the lender (which generally is annually). The information that
pertains to Specially Serviced Mortgage Loans and REO Properties reflected in
such reports shall be based solely upon the reports delivered by the applicable
Special Servicer to the applicable Master Servicer in writing and on a computer
readable medium reasonably acceptable to the Master Servicers and such Special
Servicer on the date and in the form required under Section 9.32. The Master
Servicers' 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 applicable Special Servicer's obligations under Section
9.32.

            (h) If a Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan), such
Master Servicer shall, within five Business Days following its receipt of the
proceeds of such drawing, deliver notice thereof to the applicable Special
Servicer, the Operating Adviser and the Paying Agent, which notice shall set
forth (i) the unpaid Principal Balance of such Mortgage Loan immediately before
and immediately after the drawing, and (ii) a brief description of the
circumstances that in such Master Servicer's good faith and reasonable judgment
and in compliance with the Servicing Standard entitled such Master Servicer to
make such drawing.

            Section 8.12  Annual Statement as to Compliance

            Each Master Servicer shall deliver to the Depositor, the Paying
Agent and the Trustee on or before March 20 of each year, commencing in March
2006, an Officer's Certificate stating, as to the signer thereof, that (A) a
review of the activities of such Master Servicer during the preceding calendar
year or portion thereof and of the performance of such Master Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Master Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Each Master Servicer shall forward a copy of each
such statement to the Rating Agencies and the Operating Adviser, if any,
provided that neither the Master Servicers nor the Special Servicers shall be
required to deliver its Annual Performance Certification until May 15 in any
given year so long as it has received written confirmation from the Depositor or
the Trustee that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. The signing officer shall have no
personal liability with respect to the content of any such statement, and such
Master Servicer or such Special Servicer, as the case may be, shall be deemed to
have made such statement and shall assume any liability resulting therefrom.

            Section 8.13  Annual Independent Public Accountants' Servicing
Report

            On or before noon (Eastern Time) on March 20 of each year,
commencing in March 2006, each Master Servicer at its expense shall cause a firm
of nationally recognized independent public accountants (which may also render
other services to such Master Servicer) and that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
the Paying Agent and the Depositor with a copy to the Rating Agencies, to the
effect that (i) it has obtained a letter of representation regarding certain
matters from the management of the applicable Master Servicer, which includes an
assertion that such Master Servicer has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of commercial and
multifamily mortgage loans by Primary Servicers or Sub-Servicers, upon
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards
(rendered within one year of such report) with respect to those Primary
Servicers or Sub-Servicers, provided that neither the Master Servicers nor the
Special Servicers will be required to cause the delivery of its Annual
Accountant's Report until May 15 in any given year so long as it has received
written confirmation from the Depositor or the Trustee that a Report on Form
10-K is not required to be filed in respect of the Trust for the preceding
calendar year. In rendering its report such firm may rely, as to matters
relating to the direct servicing of commercial and multifamily mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers.

            Section 8.14  Operating Statement Analysis Reports Regarding the
Mortgaged Properties

            Within 105 calendar days (or 90 days as to any Special Servicer), or
120 days with respect to any Co-op Mortgage Loans, after the end of each of the
first three calendar quarters (in each year) for the trailing 12 months,
quarterly or year-to-date information received, commencing for the quarter
ending on March 31, 2006, each Master Servicer shall deliver to the Paying Agent
and the Operating Adviser an Operating Statement Analysis Report and a Financial
File for each Mortgaged Property in electronic format, prepared using the non
normalized quarterly, year-to-date or trailing 12 month operating statements
and, in the case of Mortgage Loans other than Co-op Mortgage Loans, rent rolls
received from the related Mortgagor, if any. In the case of the MM Loans,
however, the Master Servicer will only be required to deliver these reports at
the level of frequency at which the underlying loan documents require the
related Mortgagor to deliver the applicable financial information to the lender
(which generally is annually). With respect to Specially Serviced Mortgage
Loans, the applicable Master Servicer shall include information only to the
extent provided by the applicable Special Servicer, which an Operating Statement
Analysis Report and a Financial File shall be prepared by the applicable Special
Servicer and delivered to the applicable Master Servicer within 90 days after
the end of each of the first three quarters of each year for the trailing twelve
months, quarterly or year-to-date information received and other information
utilized by the applicable Special Servicer to prepare such report or files.
With respect to any Mortgage Loan for which a Primary Servicer is appointed as a
Special Servicer with respect to such Mortgage Loan pursuant to Section 9.39,
the reports prepared by any such Special Servicer shall only include the CMSA
reports and related data required by the related Primary Servicing Agreement,
and such other reports as are mutually agreed to by the related Primary Servicer
and the General Master Servicer. Not later than the Report Date occurring in
June of each year, beginning in 2007 for year-end 2006, the applicable Master
Servicer (in the case of Mortgage Loans that are not Specially Serviced Mortgage
Loans and as provided by the applicable Special Servicer to the applicable
Master Servicer for Specially Serviced Mortgage Loans) shall deliver to the
Paying Agent and the Operating Adviser an Operating Statement Analysis Report, a
Financial File and an NOI Adjustment Worksheet for each Mortgage Loan in
electronic format, based on the most recently available year-end financial
statements and most recently available rent rolls, in each case of Mortgage
Loans other than Co-op Mortgage Loans, of each applicable Mortgagor (to the
extent provided to the applicable Master Servicer or applicable Special Servicer
by or on behalf of each Mortgagor). In the case of Specially Serviced Mortgaged
Loans, as provided to the applicable Special Servicer by the Mortgagor, the
applicable Special Servicer shall forward such information to the applicable
Master Servicer on or before April 15 of each such year as provided for in
Section 9.32(e) herein, containing such information and analyses for each
Mortgage Loan provided for in the respective forms of Operating Statement
Analysis Report, Financial File and NOI Adjustment Worksheet. Such information
provided by the applicable Master Servicer shall include what would customarily
be included in accordance with the Servicing Standard including, without
limitation, Debt Service Coverage Ratios and income. As and to the extent
reasonably requested by a Special Servicer, the applicable Master Servicer shall
make inquiry of any Mortgagor with respect to such information or as regards the
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies, the Operating Adviser, the Depositor,
the Placement Agent and the Underwriters the Operating Statement Analysis
Reports, the Financial Files and the NOI Adjustment Worksheets described above
pursuant to Section 5.4(a). The General Master Servicer shall make the CMSA
Operating Statement Analysis Report, the operating statements, rent rolls
(except in the case of Co-op Mortgage Loans), property inspections and NOI
Adjustment Worksheet for each Mortgage Loan available on its website (which
shall initially be located at www.GMACCM.com (the "General Master Servicer's
Website")) by the Business Day following the Distribution Date in July 2006. The
aggregated CMSA Reports for the NCB, FSB Loans shall be available on the NCB
Master Servicer's Website (which shall initially be located at www.ncb.coop (the
"NCB Master Servicer's Website") by the Business Day following the Distribution
Date in November 2005. With respect to the NCB, FSB Loans, the related rent
rolls (except in the case of Co-op Mortgage Loans), operating statements,
financial statements and inspections collected with respect to the Mortgaged
Properties shall be available for review by the Operating Adviser, the other
parties to this Agreement, the Rating Agencies, any Certificateholder and other
appropriate parties via a password protocol and execution of an agreement
relating thereto on the applicable Master Servicer's website within 30 days
following receipt thereof by the applicable Master Servicer. Each Master
Servicer shall, upon request by any of such parties, deliver copies of such
documents to such parties if such documents are not available on such Master
Servicer's website at such time. Pursuant to the Mortgage Loan Purchase
Agreements, the Sellers shall populate all fields or any information for their
related Mortgage Loans reasonably requested by the applicable Master Servicer to
complete the Property File.

            Section 8.15  Other Available Information and Certain Rights of the
Master Servicer

            (a) Subject to paragraphs (b), (c) and (d) below, unless prohibited
by applicable law or the loan documents, the Paying Agent shall make available
at its Corporate Trust Office, during normal business hours, upon reasonable
advance written notice for review by any Certificateholder, any Certificate
Owner, any Seller, any Primary Servicer, the Placement Agent, any Underwriter,
each Rating Agency, the Paying Agent or the Depositor, originals or copies of,
among other things, the following items: (i) this Agreement and any amendments
thereto, (ii) all final and released Operating Statement Analysis Reports and
the Loan Periodic Update Files, (iii) all Officer's Certificates (including
Officer's Certificates evidencing any determination of Nonrecoverable Advances)
delivered to the Trustee and the Paying Agent since the Closing Date, (iv) all
accountants' reports delivered to the Trustee and the Paying Agent since the
Closing Date, (v) the most recent property Inspection Reports in the possession
of the Paying Agent in respect of each Mortgaged Property, (vi) the most recent
Mortgaged Property annual operating statement and, in the case of Mortgage Loans
other than Co-op Mortgage Loans, rent roll, if any, collected by or on behalf of
the Master Servicers or the Special Servicers, (vii) any and all modifications,
waivers and amendments of the terms of a Mortgage Loan entered into by the
Master Servicers and/or the Special Servicers, and (viii) any and all Officers'
Certificates (and attachments thereto) delivered to the Trustee and the Paying
Agent to support a Master Servicer's determination that any Advance was not or,
if made, would not be, recoverable. The Trustee and the Paying Agent will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, any Placement Agent or
any Underwriter) sufficient to cover the reasonable costs and expenses of making
such information available.

            (b) Subject to the restrictions described below, each Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the applicable Special Servicer, the Primary Servicers, the
Sellers, any Placement Agent, the Underwriters, the Operating Adviser, any
Certificateholder 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 applicable Master Servicers' or the Paying Agent's Website or the electronic
delivery of such information to the requesting Person), in each case to the
extent in its respective possession, and access to Servicing Officers of the
applicable Master Servicers responsible for its obligations hereunder. Copies of
information or access will be provided to Certificateholders and each
Certificate Owner providing satisfactory evidence of ownership of Certificates
or beneficial ownership of a Certificate, as the case may be, which may include
a certification. Copies (or computer diskettes or other digital or electronic
copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the applicable
Master Servicers upon request; provided, however, that the applicable Master
Servicers shall be permitted to require payment by the requesting party (other
than the Depositor, the Trustee, the Paying Agent, the applicable Special
Servicer, the Operating Adviser, any Placement Agent, any Underwriter, or any
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by such Master Servicer of providing access or copies (including
electronic or digital copies) of any such information requested in accordance
with the preceding sentence.

            (c) Nothing herein shall be deemed to require either of the Master
Servicers to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person's information or report. Notwithstanding the
above, neither of the Master Servicers shall have any liability to the
Depositor, the Trustee, the Paying Agent, the applicable Special Servicer, any
Certificateholder, any Certificate Owner, the Placement Agent, any Underwriter,
any Rating Agency or any other Person to whom it delivers information pursuant
to this Section 8.15 or any other provision of this Agreement for federal, state
or other applicable securities law violations relating to the disclosure of such
information. In the event any Person brings any claims relating to or arising
from the foregoing against a Master Servicer (or any partners, representatives,
Affiliates, members, managers, directors, officers, employees, agents thereof),
the Trust (from amounts held in any account) shall hold harmless and indemnify
such Master Servicer from any loss or expense (including attorney fees) relating
to or arising from such claims.

            (d) Each Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicers shall not be
required to produce any ad hoc non-standard written reports not otherwise
required under this Agreement with respect to such Mortgage Loans. In the event
a Master Servicer elects to provide such non-standard reports, it may require
the Person requesting such report (other than a Rating Agency) to pay a
reasonable fee to cover the costs of the preparation thereof. Notwithstanding
anything to the contrary herein, as a condition to a Master Servicer making any
report or information available upon request to any Person other than the
parties hereto, such Master Servicer may require that the recipient of such
information acknowledge that such Master Servicer may contemporaneously provide
such information to the Depositor, the Trustee, the Paying Agent, the applicable
Special Servicer, the Primary Servicer, the Sellers, the Placement Agent, any
Underwriter, any Rating Agency and/or the Certificateholders or Certificate
Owners. Any transmittal of information by a Master Servicer to any Person other
than the Trustee, the Paying Agent, the other Master Servicer, the Special
Servicers, the Rating Agencies, the Operating Adviser or the Depositor may be
accompanied by a letter from such Master Servicer containing a disclaimer as to
the confidentiality of the information requested.

            (e) Each Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that such Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

            (f) Each Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

            (g) Once a month, each of the Master Servicers and each of the
Special Servicers shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Operating Adviser during regular business
hours at such time and for such duration as the applicable Master Servicer or
Special Servicer, and the Operating Adviser shall reasonably agree, regarding
the performance and servicing of the Mortgage Loans and REO Properties for which
such Master Servicer or such Special Servicer, as the case may be, is
responsible. As a condition to such disclosure, the Operating Adviser shall
execute a confidentiality agreement in form reasonably acceptable to each Master
Servicer, each Special Servicer and the Operating Adviser.

            Section 8.16  Rule 144A Information

            For as long as any of the Certificates are "restricted securities"
within the meaning of Rule 144A under the Securities Act, each Master Servicer
agrees to provide to the Paying Agent for delivery to any Holder thereof, any
Certificate Owner therein and to any prospective purchaser of the Certificates
or beneficial interest therein reasonably designated by the Paying Agent upon
the request of such Certificateholder, such Certificate Owner or the Paying
Agent, subject to this Section 8.16 and the provisions of Section 8.15, any
information prepared by such Master Servicer that is required to be provided to
such holder or prospective purchaser to satisfy the condition set forth in Rule
144A(d)(4) under the Securities Act, including, without limitation, copies of
the reports and information described in Sections 8.15(a) and (b).

            Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the applicable
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the applicable Master Servicer chooses to deliver the
information directly, the Depositor, the Placement Agent, the Underwriters or
the Paying Agent shall be responsible for the physical delivery of the
information requested pursuant to this Section 8.16. As a condition to a Master
Servicer making any report or information available upon request to any Person
other than the parties hereto, such Master Servicer may require that the
recipient of such information acknowledge that such Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Paying Agent, the Placement Agent, the Underwriters, any Rating Agency and/or
the Certificateholders and Certificate Owners. The Master Servicers will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agent or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

            Section 8.17  Inspections

            Each Master Servicer shall, at its own expense, inspect or cause to
be inspected each Mortgaged Property for which it is acting as Master Servicer,
other than Mortgaged Properties related to Specially Serviced Mortgage Loans,
every calendar year beginning in 2006, or every second calendar year beginning
in 2007 if the Principal Balance of the related Mortgage Loan is under
$2,000,000; provided that each Master Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan for which it is acting as Master Servicer (other than a Specially
Serviced Mortgage Loan, or if there has not been an inspection within the past
six months) that has a Debt Service Coverage Ratio that falls below 1.0x or,
with respect to Co-op Mortgage Loans, 0.90x. The foregoing sentence shall not
alter the terms of the applicable Special Servicer's obligation to inspect
Mortgaged Properties as set forth in Section 9.4(b) hereto. The applicable
Master Servicer shall cause to be prepared an Inspection Report relating to each
inspection.

            The applicable Inspection Reports shall be available for review by
the Trustee, the applicable Special Servicer, the Rating Agencies, the Placement
Agent, the Underwriters, the Depositor, the Paying Agent, the Operating Adviser,
any Certificate Owner, any Seller and any Primary Servicer via password protocol
and execution of an agreement relating thereto on the General Master Servicer's
Website. With respect to the NCB, FSB Loans, the applicable Inspection Reports
shall be available for review by the Trustee, the applicable Special Servicer
and, upon request, the Rating Agencies, the Placement Agent, the Underwriters,
the Depositor, the Paying Agent, the Operating Adviser, any Seller and any
Primary Servicer via password protocol and execution of an agreement relating
thereto on the NCB Master Servicer's Website (which shall be initially located
at www.ncb.coop) by the Business Day following the Distribution Date in November
2005. The NCB Master Servicer shall, upon request by any of such parties,
deliver copies of such documents to any of the foregoing parties if such
documents are not available on the NCB Master Servicer's Website at such time.
The applicable Special Servicer shall have the right, but no duty, to inspect or
cause to be inspected (at its own expense) every calendar year any Mortgaged
Property related to a Mortgage Loan that is not a Specially Serviced Mortgage
Loan, provided that such Special Servicer notifies such Master Servicer prior to
such inspection.

            Section 8.18  Modifications, Waivers, Amendments, Extensions and
Consents

            Subject to the limitations of Sections 9.39 and 12.3, the Master
Servicer shall have the following powers:

            (a) (i) The applicable Master Servicer, in accordance with the
Servicing Standard, may agree to any modification, waiver, amendment or consent
of or relating to any term (including, without limitation, Master Servicer
Consent Matters set forth in Section 8.3(a) hereof and waiver of default
interest and Late Fees as provided in Section 8.3(a)) other than a Money Term of
a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided that
such amendment would not result in an Adverse REMIC Event; and provided,
further, that if any consent relates to a release of a letter of credit relating
to any Mortgage Loan (other than letters of credit or portions thereof released
upon satisfaction of conditions specified in the related agreements), then (i)
the applicable Master Servicer shall notify the applicable Special Servicer of
any Mortgagor's request to release such letter of credit which the applicable
Master Servicer recommends to release, and (ii) if the terms of the related
Mortgage Loan do not require the applicable Master Servicer to approve a
release, then the applicable Special Servicer shall within five Business Days
provide notice to the applicable Master Servicer on whether such Master Servicer
should approve the release (and the failure of the applicable Special Servicer
to give such Master Servicer such notice shall automatically be deemed to be an
approval by such Special Servicer that such Master Servicer should grant such
release). Notwithstanding the preceding sentence, with respect to the Mortgage
Loans that are not Specially Serviced Loans, if a Master Servicer recommends to
approve a modification, waiver, amendment or consent which is not a Master
Servicer Consent Matter (including, without limitation, any waiver of any
requirement that the Mortgagor post additional reserves or a letter of credit
upon the failure of the Mortgagor to satisfy conditions specified in the
Mortgage Loan documents, but excluding any waiver of default interest and Late
Fees as provided in Section 8.3(a)), such Master Servicer shall provide to the
applicable Special Servicer a copy of such Master Servicer's recommendation and
the relevant information obtained or prepared by such Master Servicer in
connection therewith and all other information in such Master Servicer's
possession reasonably requested by the applicable Special Servicer, provided,
that (A) the applicable Special Servicer shall have the right hereunder to grant
or withhold consent to any such proposed modification, waiver, amendment or
consent, and the applicable Special Servicer shall not unreasonably withhold
such consent and any such decision shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify such Master
Servicer, within five Business Days following such Master Servicer's delivery of
the recommendation and all required information described above, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) such Master Servicer shall not enter into any such
proposed modification, waiver, amendment or consent unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described above. Notwithstanding anything in this
Agreement to the contrary, a Master Servicer shall not be required to obtain or
request the consent of the applicable Special Servicer in connection with any
modification, waiver or amendment, or granting its consent to transactions,
under one or more of the Mortgage Loans that in each case such Master Servicer
has determined (in accordance with the Servicing Standard) is immaterial. In any
event, such Master Servicer shall promptly notify the applicable Special
Servicer of any material modification, waiver, amendment or consent executed by
such Master Servicer pursuant to this Section 8.18(a)(i) and provide to the
applicable Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents do not preclude
imposition of a requirement to or require a Mortgagor to pay a fee for an
assumption, modification, waiver, amendment or consent that would be due or
partially due to the applicable Special Servicer, then the applicable Master
Servicer shall not waive the portion of such fee due to the applicable Special
Servicer without the applicable Special Servicer's approval.

            Notwithstanding the foregoing, the General Special Servicer
acknowledges that the General Master Servicer has delegated certain tasks,
rights and obligations to the Primary Servicers for the UCMFI Loans, the
SunTrust Loans and the MM Loans with respect to Post-Closing Requests pursuant
to Section 8.4 of this Agreement.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, each Primary
Servicing Agreement for the UCMFI Loans, the SunTrust Loans and the MM Loans
provides for the General Master Servicer's (or, with respect to the MM Loans,
the Primary Servicer's) determination of materiality of such condition, term or
provision requiring approval or consent and the referral of such condition, term
or provision to the General Special Servicer for consent in accordance with the
terms of such Primary Servicing Agreements upon a determination of materiality.
The General Special Servicer hereby acknowledges such provisions, including that
"materiality" shall include the existence of an Adverse REMIC Event. Nothing in
this Agreement, however, shall grant the applicable Primary Servicers greater
authority, discretion or delegated rights over Post-Closing Requests than are
set forth in the applicable Primary Servicing Agreements.

            (ii) The applicable Master Servicer may, without the consent of the
      applicable Special Servicer, extend the maturity date of any Balloon
      Mortgage Loan that is not a Specially Serviced Mortgage Loan to a date
      that is not more than 90 days following the original Maturity Date, if in
      such Master Servicer's sole judgment exercised in good faith (and
      evidenced by an Officer's Certificate), a default in the payment of the
      Balloon Payment is reasonably foreseeable and the Mortgagor has obtained
      an executed written commitment (subject only to satisfaction of conditions
      set forth therein) for refinancing of the Mortgage Loan or purchase of the
      related Mortgaged Property. The applicable Master Servicer shall process
      all such extensions and shall be entitled to (as additional servicing
      compensation) 100% of any extension fees collected from a Mortgagor with
      respect to any such extension (except with respect to the UCMFI Loans for
      which such extension fees allocable to the General Master Servicer will be
      evenly divided among the General Master Servicer, the applicable Primary
      Servicer and the applicable Sub-Servicer, if any).

            (b) The applicable Master Servicer may require, in its discretion
(unless prohibited or otherwise provided in the Mortgage Loan documents), as a
condition to granting any request by a Mortgagor for any consent, modification,
waiver or amendment, that such Mortgagor pay to such Master Servicer a
reasonable and customary modification fee to the extent permitted by law;
provided that the collection of such fee shall not be permitted if collection of
such fee would cause a "significant modification" (within the meaning of
Treasury Regulations Section 1.860G-2(b) of the Mortgage Loan). The applicable
Master Servicer shall be entitled to (as additional servicing compensation) 100%
of any Modification Fees collected from a Mortgagor in connection with a
consent, waiver, modification or amendment of a non-Specially Serviced Mortgage
Loan executed or granted pursuant to this Section 8.18 (except with respect to
the UCMFI Loans with respect to which the related Special Servicer shall receive
50% of such fees with respect to matters requiring the consent of the Special
Servicer). The applicable Master Servicer may charge the Mortgagor for any costs
and expenses (including attorneys' fees and Rating Agency Confirmation fees)
incurred by such Master Servicer or the applicable Special Servicer (which
amounts shall be reimbursed to the applicable Special Servicer) in connection
with any request for a modification, waiver or amendment. The applicable Master
Servicer agrees to use its reasonable efforts in accordance with the Servicing
Standard to collect such costs, expenses and fees from the Mortgagor, provided
that the failure or inability of the Mortgagor to pay any such costs and
expenses shall not impair the right of 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 applicable Master Servicer
believes that the costs and expenses (including attorneys' fees) to be incurred
by such Master Servicer in connection with any request for a modification,
waiver or amendment will result in a payment or reimbursement by the Trust, then
such Master Servicer shall notify the Special Servicer.

            (c) Each Master Servicer shall notify the Trustee and the applicable
Special Servicer of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the Trustee for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly following the execution thereof except to the extent (i) allowed with
respect to waiver of default interest and Late Fees as provided in Section
8.3(a) and (ii) such documents have been submitted to the applicable recording
office, in which event such Master Servicers shall promptly deliver copies of
such documents to the Trustee. The Master Servicers shall not agree to any
modification, waiver, or amendment of any Money Term of a Mortgage Loan or any
term of a Specially Serviced Mortgage Loan.

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide that certain conditions must be satisfied prior to the applicable Master
Servicer releasing additional collateral for the Mortgage Loan (e.g., the
release, reduction or termination of reserves or letters of credit or the
establishment of reserves), then such Master Servicer shall be permitted to
waive any such condition without obtaining the consent of the applicable Special
Servicer, provided that (1) the aggregate amount of the related release,
reduction or termination is no greater than the smaller of 10% of the
outstanding unpaid Principal Balance of the related Mortgage Loan or $75,000,
(2) the condition to be waived is deemed to be non-material in accordance with
the Servicing Standard or (3) such release, reduction or termination would not
otherwise cause an Adverse REMIC Event. Notwithstanding the foregoing, without
the applicable Special Servicer's consent or except as provided in the specific
Mortgage Loan documents, the applicable Master Servicer shall not waive: (1) a
requirement for any such additional collateral to exist, or (2) a lock box
requirement.

            Section 8.19  Specially Serviced Mortgage Loans

            (a) The applicable Master Servicer shall send a written notice to
the applicable Special Servicer, the Operating Adviser, Rating Agencies, the
Paying Agent and the Trustee, 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 applicable the Master Servicer may rely on the Mortgage Loan Schedule)
and, except for the Rating Agencies, the Paying Agent and the Trustee, shall be
accompanied by a copy of the Servicer Mortgage File. The applicable Special
Servicer shall not be liable for its failure to deliver the notice set forth in
Section 9.36(a) if such failure is caused by its failure to receive the written
notice set forth above.

            (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the applicable Special Servicer, the applicable Master Servicer
shall notify the related Mortgagor of such transfer in accordance with the
Servicing Standard (the form and substance of such notice shall be reasonably
satisfactory to the applicable Special Servicer).

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

            (d) On or prior to each Distribution Date, the applicable Master
Servicer shall provide to the applicable Special Servicer, in order for such
Special Servicer to comply with its obligations under this Agreement, such
information (and in the form and medium) as the Special Servicer may reasonably
request in writing from time to time, provided that (i) the applicable Master
Servicer shall not be required to produce any ad hoc reports or incur any
unusual expense or effort in connection therewith and (ii) if such Master
Servicer elects to provide such ad hoc reports, it may require the applicable
Special Servicer to pay a reasonable fee to cover the costs of the preparation
thereof.

            Section 8.20  Representations, Warranties and Covenants of the
Master Servicers

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

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

            (ii) the execution and delivery of this Agreement by the General
      Master Servicer, and the performance and compliance with the terms of this
      Agreement by the General Master Servicer, will not violate the General
      Master Servicer's organizational documents or constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other instrument to which it is a party or which is applicable to it or
      any of its assets, which default or breach, in the good faith reasonable
      judgment of the General Master Servicer, is likely to materially and
      adversely either affect the ability of the General Master Servicer to
      perform its obligations under this Agreement or the financial condition of
      the General Master Servicer;

            (iii) the General Master Servicer has the full power and authority
      to enter into and consummate all transactions contemplated by this
      Agreement, has duly authorized the execution, delivery and performance of
      this Agreement, and has duly executed and delivered this Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the General Master Servicer, enforceable against the
      Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) the General Master Servicer is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the General Master Servicer's
      good faith and reasonable judgment, is likely to affect materially and
      adversely either the ability of the General Master Servicer to perform its
      obligations under this Agreement or the financial condition of the General
      Master Servicer;

            (vi) no litigation is pending or, to the best of the General Master
      Servicer's knowledge, threatened against the General Master Servicer the
      outcome of which, in the General Master Servicer's good faith and
      reasonable judgment, could reasonably be expected to prohibit the General
      Master Servicer from entering into this Agreement or materially and
      adversely affect the ability of the General Master Servicer to perform its
      obligations under this Agreement;

            (vii) the General Master Servicer has errors and omissions insurance
      coverage which is in full force and effect and which complies with the
      requirements of Section 8.2; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Master Servicer with this Agreement, or the
      consummation by the General Master Servicer of any transaction
      contemplated hereby, other than (1) such consents, approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been obtained or made and (2) where the lack of such consent, approval,
      authorization, qualification, registration, filing or notice would not
      have a material adverse effect on the performance by the General Master
      Servicer under this Agreement.

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

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

            (ii) the NCB Master Servicer's execution and delivery of,
      performance under and compliance with this Agreement, will not violate the
      NCB Master Servicer's organizational documents or constitute a default (or
      an event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      which default or breach, in the good faith and reasonable judgment of the
      NCB Master Servicer, is likely to affect materially and adversely either
      the ability of the NCB Master Servicer to perform its obligations under
      this Agreement or the financial condition of the NCB Master Servicer;

            (iii) the NCB Master Servicer has the full power and authority to
      enter into and consummate all transactions involving the NCB Master
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the NCB Master Servicer, enforceable against the
      NCB Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law;

            (v) the NCB Master Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with this
      Agreement will not constitute a violation of, any law, any order or decree
      of any court or arbiter, or any order, regulation or demand of any
      federal, state or local governmental or regulatory authority, which
      violation, in the NCB Master Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the NCB Master Servicer to perform its obligations under this Agreement
      or the financial condition of the NCB Master Servicer;

            (vi) no consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the NCB Master Servicer of the transactions contemplated
      herein, except for those consents, approvals, authorizations or orders
      that previously have been obtained or where the lack of such consent,
      approval, authorization or order would not have a material adverse effect
      on the ability of the NCB Master Servicer to perform its obligations under
      this Agreement;

            (vii) no litigation is pending or, to the best of the NCB Master
      Servicer's knowledge, threatened against the NCB Master Servicer the
      outcome of which, in the NCB Master Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the NCB Master Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the NCB Master Servicer to perform its obligations under this
      Agreement; and

            (viii) the NCB Master Servicer has errors and omissions insurance as
      required by Section 8.2.

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

            (d) Any cause of action against a Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the applicable Master Servicer by any of
the Trustee or the applicable Master Servicer. The applicable Master Servicer
shall give prompt notice to the Trustee, the Depositor, the Primary Servicers
and the applicable Special Servicer of the occurrence, or the failure to occur,
of any event that, with notice or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

            Section 8.21  Merger or Consolidation

            Any Person into which a Master Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Master Servicer shall be a party, or any
Person succeeding to the business of such Master Servicer, shall be the
successor of such Master Servicer hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto; provided,
however, that each Rating Agency provides a Rating Agency Confirmation. If such
a succession occurs and the conditions thereto set forth in the provisions in
the foregoing sentence are not met, the Trustee may terminate such Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

            Section 8.22  Resignation of the Master Servicer

            (a) Except as otherwise provided in Section 8.22(b) hereof, a Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that such Master Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of such Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed such Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by such Master Servicer to the Trustee
and the Paying Agent.

            (b) A Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (x) is available, (y) is willing to assume the
obligations, responsibilities, and covenants to be performed hereunder by such
Master Servicer on substantially the same terms and conditions, and for not more
than equivalent compensation to that herein provided and (z) in the case of a
successor servicer to the General Master Servicer, assumes all obligations of
the resigning General Master Servicer under the Primary Servicing Agreements;
(ii) such Master Servicer bears all costs associated with its resignation and
the transfer of servicing; and (iii) Rating Agency Confirmation is obtained with
respect to such servicing transfer, as evidenced by a letter delivered to the
Trustee by each such Rating Agency.

            Section 8.23  Assignment or Delegation of Duties by the Master
Servicer

            A Master Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Master Servicer (as provided in
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed and carried out by such Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided, however, that with respect to
clause (B), (i) such Master Servicer gives the Depositor, the applicable Special
Servicer, the Primary Servicers, and the Trustee notice of such assignment and
delegation; (ii) such purchaser or transferee accepting such assignment and
delegation executes and delivers to the Depositor and the Trustee an agreement
accepting such assignment, which contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of such
Master Servicer, with like effect as if originally named as a party to this
Agreement and the Primary Servicing Agreements; (iii) the purchaser or
transferee has assets in excess of $15,000,000; (iv) such assignment and
delegation is the subject of a Rating Agency Confirmation from Moody's and S&P;
and (v) the Depositor consents to such assignment and delegation, such consent
not be unreasonably withheld. In the case of any such assignment and delegation
in accordance with the requirements of subclause (B) of this Section, such
Master Servicer shall be released from its obligations under this Agreement,
except that such Master Servicer shall remain liable for all liabilities and
obligations incurred by it as such Master Servicer hereunder prior to the
satisfaction of the conditions to such assignment set forth in the preceding
sentence. Notwithstanding the above, such Master Servicer may appoint the
Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

            Section 8.24  Limitation on Liability of the Master Servicers and
Others

            (a) Neither of the Master Servicers nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of the Master Servicers shall be under any liability to the holders of
the Certificates, the Depositor, the Trustee, the Paying Agent, the Placement
Agent, the Underwriters or the Special Servicers for any action taken or for
refraining from the taking of any action in good faith, or using reasonable
business judgment, consistent with the Servicing Standard; provided that this
provision shall not protect any Master Servicer or any such Person against any
breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in its performance of duties under the Agreement or by reason of
negligent disregard of obligations and duties hereunder. The Master Servicers
and any partner, representative, Affiliate, member, manager, director, officer,
employee or agent of the Master Servicers may rely in good faith on any document
of any kind prima facie properly executed and submitted by any Person
(including, without limitation, the applicable Special Servicer) respecting any
matters arising hereunder. The Master Servicers shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that each Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans (subject to the applicable Special Servicer's servicing of
Specially Serviced Mortgage Loans as contemplated herein). In such event, all
legal expenses and costs of such action shall be expenses and costs of the
Trust, and any Master Servicer shall be entitled to be reimbursed therefor as
Servicing Advances as provided by Section 5.2, subject to the provisions of
Section 4.4 hereof.

            (b) In addition, the Master Servicers shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Master Servicers and conforming to the requirements
of this Agreement. Subject to the Servicing Standard, each Master Servicer shall
have the right to rely on information provided to it by the applicable Special
Servicer and Mortgagors, and will have no duty to investigate or verify the
accuracy thereof. Neither the Master Servicers, nor any partner, representative,
Affiliate, member, manager, director, officer, employee or agent, shall be
personally liable for any error of judgment made in good faith by any officer,
unless it shall be proved that such Master Servicer or such officer was
negligent in ascertaining the pertinent facts. Neither the Master Servicers nor
any partner, representative, Affiliate, member, manager, director, officer,
employee or agent, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

            (c) The Master Servicers shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicers, the Paying Agent or the Trustee in this
Agreement. The Trust shall indemnify and hold harmless the Master Servicers from
any and all claims, liabilities, costs, charges, fees or other expenses which
relate to or arise from any such breach of representation, warranty or covenant
to the extent such Master Servicer is unable to recover such amounts from the
Person in breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Master Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, financial statement,
      agreement, appraisal, bond or other document (in electronic or paper
      format) reasonably believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

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

            (iii) a Master Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Master Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in electronic or
      paper format) reasonably believed by it to be genuine and provided by any
      Mortgagor or manager of a Mortgaged Property.

            (e) The Master Servicers and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of such Master Servicer
shall be indemnified by the Trustee, the Paying Agent and the applicable Special
Servicer, as the case may be, and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that such Master Servicer
may sustain arising from or as a result of the willful misfeasance, bad faith or
negligence in the performance of the Trustee's, the Paying Agent's or the
applicable Special Servicer's duties hereunder, as the case may be, or by reason
of negligent disregard of the Trustee's, the applicable Special Servicer's or
the Paying Agent's obligations and duties hereunder, as the case may be,
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations). A
Master Servicer shall immediately notify the Trustee, the Paying Agent and the
applicable Special Servicer, if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans for which it is acting as Master Servicer
entitling such Master Servicer to indemnification hereunder, whereupon the
Trustee, the Paying Agent or the applicable Special Servicer, in each case, to
the extent the claim is related to its respective willful misfeasance, bad
faith, negligence or negligent disregard, shall assume the defense of any such
claim (with counsel reasonably satisfactory to such Master Servicer) and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Trustee, the Paying
Agent and the applicable Special Servicer shall not affect any rights that such
Master Servicer may have to indemnification under this Agreement or otherwise,
unless the Trustee's, the Paying Agent's or the applicable Special Servicer's
defense of such claim is materially prejudiced thereby. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of such
Master Servicer hereunder. Any payment hereunder made by the Trustee, the Paying
Agent or the applicable Special Servicer pursuant to this paragraph to such
Master Servicer shall be paid from the Trustee's, the Paying Agent's or the
applicable Special Servicer's own funds, without reimbursement from the Trust
therefor except to the extent achieved through subrogation as provided in this
Agreement. Any expenses incurred or indemnification payments made by the
Trustee, the Paying Agent or the applicable Special Servicer shall be reimbursed
by the party so paid, if a court of competent jurisdiction makes a final
judgment that the conduct of the Trustee, the Paying Agent or the applicable
Special Servicer, as the case may be, was not culpable of willful misfeasance,
bad faith or negligence in the performance of its respective duties hereunder or
of negligent disregard of its respective duties hereunder or the indemnified
party is found to have acted with willful misfeasance, bad faith or negligence.

            Section 8.25  Indemnification; Third-Party Claims

            (a) Each Master Servicer and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of each such Master
Servicer shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action or claim relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of such Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. A Master Servicer shall assume the defense
of any such claim (with counsel reasonably satisfactory to such Master Servicer)
and out of the Trust pay all expenses in connection therewith, including counsel
fees, and out of the Trust promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim and
satisfy any settlement or other disposition in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
or of the Master Servicers in such capacity. The Trustee, the Paying Agent or
the Master Servicers shall promptly make from the applicable Certificate Account
any payments certified by the applicable Master Servicer to the Trustee and the
Paying Agent as required to be made to the applicable Master Servicer pursuant
to this Section 8.25.

            (b) Each Master Servicer agrees to indemnify the Trustee, the
applicable Special Servicer, the Trust, the Depositor, the Paying Agent, and any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person thereof, and hold them harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
that the Trustee, the applicable Special Servicer, the Depositor, the Paying
Agent and the Trust may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of any of such Master
Servicer's duties hereunder or by reason of negligent disregard of such Master
Servicer's obligations and duties hereunder (including a breach of such
obligations a substantial motive of which is to obtain an economic advantage
from being released from such obligations), and if in any such situation such
Master Servicer is replaced, the parties hereto agree that the amount of such
claims, losses, penalties, fines, legal fees and related costs, judgments, and
other costs, liabilities, fees and expenses shall at least equal the incremental
costs, if any, of retaining a successor servicer. The Trustee, the applicable
Special Servicer, the Paying Agent or the Depositor, as applicable, shall
immediately notify the applicable Master Servicer if a claim is made by any
Person with respect to this Agreement or the Mortgage Loans entitling the
Trustee, the Depositor, the applicable Special Servicer, the Paying Agent or the
Trust to indemnification under this Section 8.25(b), whereupon the applicable
Master Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the applicable Special Servicer, the
Paying Agent or the Depositor, as applicable) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the applicable Master Servicer shall not affect
any rights the Trustee, the applicable Special Servicer, the Depositor, the
Paying Agent or the Trust may have to indemnification under this Agreement or
otherwise, unless the applicable Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
applicable Master Servicer, the applicable Special Servicer, the Paying Agent
and the Trustee. Any expenses incurred or indemnification payments made by the
applicable Master Servicer shall be reimbursed by the party so paid, if a court
of competent jurisdiction makes a final, non-appealable judgment that the
conduct of the applicable Master Servicer was not culpable of willful
misfeasance, bad faith or negligence in the performance of its respective duties
hereunder or of negligent disregard of its respective duties hereunder or the
indemnified party is found to have acted with willful misfeasance, bad faith or
negligence.

            (c) The Primary Servicer with respect to the MM Loans and any
partner, representative, Affiliate, member, manager, director, officer, employee
or agent thereof shall be indemnified by the Trust and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its Primary
Servicing Agreement (but only if, and to the extent that, the General Master
Servicer would have been entitled to indemnification therefor under this
Agreement if it were directly servicing the MM Loans, any MM Loan (solely with
respect to the Primary Servicer for such MM Loans), any REO Property or the
Certificates or any exercise of any right under this Agreement or its related
Primary Servicing Agreement (limited as set forth above) reasonably requiring
the use of counsel or the incurring of expenses other than any loss, liability
or expense incurred by reason of such Primary Servicer's willful misfeasance,
bad faith or negligence in the performance of duties thereunder. Such Primary
Servicer shall assume the defense of any such claim (with counsel reasonably
satisfactory to such Primary Servicer) and out of the Trust pay all expenses in
connection therewith, including counsel fees, and out of the Trust promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the related Primary Servicing Agreement.
The Trustee, the Paying Agent or the General Master Servicer shall promptly make
from the applicable Certificate Account any payments certified by such Primary
Servicer with respect to the MM Loans to the Trustee and the Paying Agent as
required to be made to such Primary Servicer pursuant to this Section 8.25.

            (d) The Primary Servicer with respect to the MM Loans agrees to
indemnify the Trustee, the General Special Servicer, the Trust, the Depositor,
the Paying Agent, and any partner, representative, Affiliate, member, manager,
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the General Special Servicer, the Depositor, the
Paying Agent and the Trust may sustain arising from or as a result of the
willful misfeasance, bad faith or negligence in the performance of such Primary
Servicer's duties under this Agreement, its related Primary Servicing Agreement
or by reason of negligent disregard of such Primary Servicer's obligations and
duties thereunder (including a breach of such obligations a substantial motive
of which is to obtain an economic advantage from being released from such
obligations), and if in any such situation such Primary Servicer is replaced,
the parties hereto agree that the amount of such claims, losses, penalties,
fines, legal fees and related costs, judgments, and other costs, liabilities,
fees and expenses shall at least equal the incremental costs, if any, of
retaining a successor primary servicer. The Trustee, the General Special
Servicer, the Paying Agent or the Depositor, as applicable, shall immediately
notify such Primary Servicer if a claim is made by any Person with respect to
this Agreement, the related Primary Servicing Agreement or the MM Loans (solely
with respect to the Primary Servicer for the MM Loans) entitling the Trustee,
the Depositor, the General Special Servicer, the Paying Agent or the Trust to
indemnification under this Section 8.25(d), whereupon such Primary Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Trustee, the General Special Servicer, the Paying Agent or the Depositor,
as applicable) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
such Primary Servicer shall not affect any rights the Trustee, the applicable
Special Servicer, the Depositor, the Paying Agent or the Trust may have to
indemnification under this Agreement, the related Primary Servicing Agreement or
otherwise, unless such Primary Servicer's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the related Primary Servicing Agreement and
the resignation or termination of the applicable Master Servicer, the applicable
Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or
indemnification payments made by such Primary Servicer with respect to the MM
Loans shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Primary Servicer was not culpable or that such Primary Servicer did not act with
willful misfeasance, bad faith or negligence.

            (e) The Master Servicers shall not have any liability to the
Depositor, the Trustee, the Paying Agent, the Special Servicers, any
Certificateholder, any Certificate Owner, any Primary Servicer, the Placement
Agent, any Underwriter, any Rating Agency or any other Person to whom it
delivers information pursuant to the provisions of this Agreement for federal,
state or other applicable securities law violations relating to the disclosure
of such information. In the event any Person brings any claims relating to or
arising from the foregoing against a Master Servicer (or any partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents thereof), the Trust (from amounts held in any account) shall hold
harmless and indemnify such Master Servicer from any loss or expense (including
attorney fees) relating to or arising from such claims.

            Section 8.26   1934 Act Reporting

            (a) The Master Servicers, the Special Servicers, the Paying Agent
and the Trustee shall reasonably cooperate with the Depositor in connection with
the Trust's satisfaction of its reporting requirements under the 1934 Act.
Within 15 days after each Distribution Date, the Paying Agent shall prepare,
execute (on behalf of the Depositor) and file on behalf of the Trust any Forms
8-K customary for similar securities as required by the 1934 Act and the rules
and regulations of the Commission thereunder; provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
The Paying Agent shall file each Form 8-K with a copy of the related Monthly
Certificateholders Report attached thereto. The Paying Agent shall not file any
other attachments with any Form 8-K without the prior consent of the Depositor.
If the Depositor directs that any other attachments are to be filed with any
Form 8-K, such attachments shall be delivered to the Paying Agent in
EDGAR-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Prior to March 30th
of each year (or such earlier date as may be required by the 1934 Act and the
rules and regulations of the Commission), the Paying Agent shall prepare and
file a Form 10-K (which shall be executed by the Depositor), in substance as
required by applicable law or applicable interpretations thereof of the staff of
the Commission. Such Form 10-K shall include as exhibits each annual statement
of compliance described under Sections 8.12 and 9.18 and each accountant's
report described under Sections 8.13 and 9.19, in each case to the extent they
have been timely delivered to the Paying Agent. If they are not so timely
delivered, the Paying Agent shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the Paying
Agent. Each Form 10-K shall also include any Sarbanes-Oxley Certification
required to be included therewith, as described in paragraph (b) of this Section
8.26. The Paying Agent shall not file any other attachments with any Form 10-K
without the prior consent of the Depositor. The Paying Agent shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from the Paying Agent's inability or failure to obtain any
information not resulting from its own negligence, bad faith or willful
misconduct. Upon any filing with the Securities and Exchange Commission, the
Paying Agent shall promptly deliver to the Depositor a copy of any such executed
report, statement or information. Prior to January 30th of the first year in
which the Paying Agent is able to do so under applicable law, the Paying Agent
shall file a Form 15 relating to the automatic suspension of reporting in
respect of the Trust under the 1934 Act.

            (b) The Form 10-K shall include any certification (the
"Sarbanes-Oxley Certification") required to be included therewith pursuant to
the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission's staff) and a copy of such Sarbanes-Oxley Certification shall be
provided to the Rating Agencies. An officer of the Depositor shall sign the
Sarbanes-Oxley Certification. On or before March 20th of each year with respect
to which a Form 10-K is filed by the Paying Agent, as set forth above, the
Master Servicers, the Special Servicers, each Primary Servicer and the Paying
Agent (each, a "Performing Party") shall provide (and, in the case of each
Primary Servicer, the applicable Master Servicer shall cause each related
Primary Servicing Agreement to require the Primary Servicer to so provide) to
the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person")
a certification (each, a "Performance Certification"), in the form set forth on
Exhibit AA hereto or in the form set forth on Exhibit A to Exhibit AA hereto, as
applicable, on which the Certifying Person, the Depositor (if the Certifying
Person is an individual), and the Depositor's partner, representative,
Affiliate, member, manager, director, officer, employee or agent (collectively
with the Certifying Person, "Certification Parties") can rely. Notwithstanding
the foregoing, nothing in this paragraph shall require any Performing Party to
(i) certify or verify the accurateness or completeness of any information
provided to such Performing Party by third parties, (ii) to certify information
other than to such Performing Party's knowledge and in accordance with such
Performing Party's responsibilities hereunder or under any other applicable
servicing agreement or (iii) with respect to completeness of information and
reports, to certify anything other than that all fields of information called
for in written reports prepared by such Performing Party have been completed
except as they have been left blank on their face. In addition, if directed by
the Depositor, such Performing Party shall provide an identical certification to
Depositor's certified public accountants that such Performing Party provided to
its own certified public accountants to the extent such certification relates to
the performance of such Performing Party's duties pursuant to this Agreement or
a modified certificate limiting the certification therein to the performance of
such Performing Party's duties pursuant to this Agreement. In the event any
Performing Party is terminated or resigns pursuant to the terms of this
Agreement, such Performing Party shall provide a Performance Certification to
the Depositor pursuant to this Section 8.26(b) with respect to the period of
time such Performing Party was subject to this Agreement.

            (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations. A
Performing Party shall have no obligation to indemnify any Certification Party
for an inaccuracy in the Performance Certification of any other Performing
Party. If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Certification Party, then the Performing Party agrees that
it shall contribute to the amount paid or payable to the Certification Party as
a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the
Certification Party on the one hand and the Performing Party on the other in
connection with a breach of the Performing Party's obligations under this
Section 8.26 or the Performing Party's negligence, bad faith or willful
misconduct in connection therewith; provided that in no event shall the
obligations of a Performing Party pursuant to the immediately preceding sentence
exceed the obligations set forth in the first sentence of this paragraph.

            (d) The Depositor and each Performing Party hereby agree to
negotiate in good faith with respect to compliance with any further guidance
from the Commission or its staff relating to the execution of any Form 10-K and
any Sarbanes-Oxley Certification. In the event such parties agree on such
matters, this Agreement shall be amended to reflect such agreement pursuant to
Section 13.3, which amendment shall not require any Opinions of Counsel,
Officer's Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.

            Section 8.27  Compliance with REMIC Provisions and Grantor Trust
Provisions

            The Master Servicers shall act in accordance with this Agreement and
the REMIC Provisions and related provisions of the Code in order to create or
maintain the status of the REMIC Pools created hereby as REMICs and each of the
Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust created
hereby as a grantor trust under the Code. The Master Servicers shall take no
action or (A) 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 Section 860F(a)(2) of the Code or on
prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause
either the Class A-3-1FL Grantor Trust or Class EI/Class EI-L3 Grantor Trust to
take any action that could (i) endanger its status as a grantor trust or (ii)
result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or
Class EI/Class EI-L3 Grantor Trust, unless the Trustee shall have received a
Nondisqualification Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such tax. The Master Servicers shall comply with
the provisions of Article XII hereof.

            Section 8.28  Termination

            (a) The obligations and responsibilities of either Master Servicer
created hereby (other than the obligation of the Master Servicers to make
payments to the Paying Agent as set forth in Section 8.29 and the obligations of
the Master Servicers to the Trustee, the Paying Agent, the applicable Special
Servicer and the Trust as set forth in Section 8.25) shall terminate (i) on the
date which is the later of (A) the final payment or other liquidation of the
last Mortgage Loan remaining outstanding (and final distribution to the
Certificateholders) or (B) the disposition of all REO Property (and final
distribution to the Certificateholders), (ii) if an Event of Default with
respect to such Master Servicer described in clauses 8.28(b)(iii), (iv), (viii)
or (ix) (but, with respect to clause (ix), only if directed by the
Certificateholders or the Operating Adviser as set forth in the last sentence of
this Section 8.28(a)) has occurred, 60 days following the date on which the
Trustee or Depositor gives written notice to such Master Servicer that such
Master Servicer is terminated or (iii) if an Event of Default with respect to
such Master Servicer described in clauses 8.28(b)(i), (ii), (v), (vi) or (vii)
has occurred, immediately upon the date on which the Trustee or the Depositor
gives written notice to such Master Servicer that such Master Servicer is
terminated. After any Event of Default, the Trustee (i) may elect to terminate
such Master Servicer by providing such notice, and (ii) shall provide such
notice if holders of Certificates representing more than 25% of the Aggregate
Certificate Balance of all Certificates so direct the Trustee. After an Event of
Default described in Section 8.28(b)(ix) below, the Trustee shall, at the
written direction of the Operating Advisor or the holders of Certificates
representing more than 51% of the Aggregate Certificate Balance of all
Certificates, terminate such Master Servicer.

            (b) "Event of Default," wherever used herein, means, with respect to
any Master Servicer, any one of the following events:

            (i) any failure by such Master Servicer, at the times required
      hereunder, to remit to the Paying Agent or otherwise make any payment
      required to be remitted by such Master Servicer under the terms of this
      Agreement, including any required Advances, which continues unremedied
      until 11:00 a.m. on the Distribution Date; or

            (ii) any failure by such Master Servicer to make a required deposit
      to the applicable Certificate Account which continues unremedied for one
      Business Day following the date on which such deposit was first required
      to be made; or

            (iii) any failure on the part of such Master Servicer duly to
      observe or perform in any material respect any other of the duties,
      covenants or agreements on the part of such Master Servicer contained in
      this Agreement which continues unremedied for a period of 30 days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to such Master Servicer by the Depositor
      or the Trustee; provided, however, that if such Master Servicer certifies
      to the Trustee and the Depositor that such Master Servicer is in good
      faith attempting to remedy such failure, such cure period will be extended
      to the extent necessary to permit 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 such Master
      Servicer by the Depositor or the Trustee, provided, however, that if such
      Master Servicer certifies to the Trustee and the Depositor that such
      Master Servicer is in good faith attempting to remedy such breach, such
      cure period will be extended to the extent necessary to permit such Master
      Servicer to cure such breach; provided, further, that such cure period may
      not exceed 90 days; or

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

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

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

            (viii) a Servicing Officer of the Master Servicer obtains actual
      knowledge that Moody's has (a) qualified, downgraded or withdrawn any
      rating then assigned by it to any class of certificates, or (b) placed any
      class of certificates on "watch status" in contemplation of possible
      rating downgrade or withdrawal (and that "watch status" placement has not
      have been withdrawn by it within 60 days of such Servicing Officer
      obtaining such knowledge), and, in either case, cited servicing concerns
      with the Master Servicer as the sole or a material factor in such rating
      action; or

            (ix) such Master Servicer is no longer listed on S&P's Select
      Servicer List as a U.S. Commercial Mortgage Master Servicer (or, with
      respect to NCB, FSB, as a U.S. Commercial Mortgage Servicer), and that
      Master Servicer is not reinstated to such status within 60 days.

            If any Master Servicer is terminated based upon an Event of Default
set forth in clause (viii) or (ix) above, then such Master Servicer shall have
the right to enter into a sub-servicing agreement or primary servicing agreement
with the applicable successor master servicer with respect to all applicable
Mortgage Loans that are not then subject to a Sub-Servicing Agreement or Primary
Servicing Agreement, so long as such terminated Master Servicer is on the
approved list of commercial mortgage loan primary servicers maintained by S&P
and the Operating Advisor has consented to such Primary Servicing or
Sub-Servicing arrangement.

            Section 8.29  Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by a Master Servicer to the Paying Agent shall be made, shall be given
promptly in writing by such Master Servicer to the Paying Agent no later than
the later of (i) five Business Days after the final payment or other liquidation
of the last Mortgage Loan or (ii) the sixth day of the month of such final
distribution. Upon any such termination, the duties of such Master Servicer
(other than the obligation of such Master Servicer to pay to the Paying Agent
the amounts remaining in the applicable Certificate Account as set forth below
and the obligations of such Master Servicer to the Trustee and the Trust as
provided herein) shall terminate and such Master Servicer shall transfer to the
Paying Agent the amounts remaining in the applicable Certificate Account (and
any sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the applicable Certificate Account
and any other account or fund maintained with respect to the Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date
on which a written notice of termination is given to a Master Servicer pursuant
to clause (iii) of Section 8.28(a) all authority, power and rights of such
Master Servicer under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation, unreimbursed Advances or, if the terminated Master
Servicer is NCB, FSB, the Excess Servicing Fee with respect to its Mortgages
Loans and all indemnities and exculpations set forth herein); provided that in
no event shall the termination of such Master Servicer be effective until a
successor servicer shall have succeeded such Master Servicer as successor
servicer, subject to approval by the Rating Agencies, notified such Master
Servicer of such designation and such successor servicer shall have assumed such
Master Servicer's obligations and responsibilities hereunder and under the
Primary Servicing Agreements, as set forth in an agreement substantially in the
form hereof, with respect to the Mortgage Loans. Except as provided in the next
sentence, the Trustee may not succeed a Master Servicer as servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of such Master Servicer pursuant to Section 8.22(b) hereof.
Notwithstanding the foregoing sentence, in the event that a Master Servicer is
terminated as a result of an event described in Section 8.28(b)(v), 8.28(b)(vi)
or 8.28(b)(vii), the Trustee shall act as successor servicer immediately upon
delivery of a notice of termination to such Master Servicer and shall use
commercially reasonable efforts within 90 days of assuming the duties of such
Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof or
to transfer the duties of such Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of such Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicers agree to cooperate with the Trustee and the Paying Agent in effecting
the termination of a Master Servicer's responsibilities and rights hereunder as
Master Servicer including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee all documents and
records in electronic or other form reasonably requested by it to enable the
successor servicer designated by the Trustee to assume such Master Servicer's
functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by such Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

            (c) If a Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of
Default caused by a default of a Primary Servicer under its Primary Servicing
Agreement, and if such Master Servicer provides the Trustee with the appropriate
"request for proposal" materials within five Business Days after receipt of such
written notice of termination, then the Trustee shall promptly thereafter (using
such "request for proposal" materials provided by such Master Servicer) solicit
good faith bids for the rights to service the Mortgage Loans under this
Agreement from at least three but no more than five Qualified Bidders or, if
three Qualified Bidders cannot be located, then from as many Persons as the
Trustee can determine are Qualified Bidders. At the Trustee's request, such
Master Servicer shall supply the Trustee with the names of Persons from whom to
solicit such bids. In no event shall the Trustee be responsible if less than
three Qualified Bidders submit bids for the right to service the Mortgage Loans
under this Agreement.

            (d) Each bid proposal shall require any Qualified Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 45 days after termination of the applicable
Master Servicer hereunder. The Trustee shall select the Qualified Bidder with
the highest cash bid (or such other Qualified Bidder as the applicable Master
Servicer may direct) (the "Successful Bidder") to act as 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
a successor Master Servicer within 45 days after the termination of a Master
Servicer hereunder or no Successful Bidder was identified within such 45-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). During such 45-day period and until the
acceptance of appointment by a successor servicer, the Master Servicer shall
continue to service the Mortgage Loans in accordance with this Agreement.

            (g) Notwithstanding anything to the contrary in this Section 8.29,
the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

            Section 8.30  Swap Contract

            (a) On the Closing Date, the Trustee, not in its individual capacity
but solely in its capacity as Trustee on behalf of the Trust, is hereby directed
to execute and deliver the Swap Contract in the name of the Trust. Subject to
Section 6.12, the Trustee shall enforce in a commercially reasonable manner the
terms of the Swap Contract, including, without limiting the generality of the
foregoing, the Credit Support Annex and the terms of the Schedule to the related
ISDA Master Agreement.

            (b) On the second Business Day prior to each Distribution Date,
based on the reports provided by the General Master Servicer or on information
that the Paying Agent obtains from the Swap Counterparty pursuant to the Swap
Contract, and subject to the priorities set forth in Article VI hereof, the
Paying Agent shall provide to the Swap Counterparty sufficient information to
enable the Swap Counterparty to calculate the Net Swap Payment, if any, due to
the Swap Counterparty under the Swap Contract, based upon the projected payment
that will be payable on the Class A-3-1FL Regular Interest pursuant to the
priorities set forth in Article VI hereof and the Pass-Through Rate of the Class
A-3-1FL Regular Interest and the Class A-3-1FL Certificates and the amount of
any Prepayment Premiums payable on the Class A-3-1FL Regular Interest. The
Paying Agent shall distribute or cause to be distributed pursuant to Section
8.30(g), one Business Day prior to each Distribution Date, the Net Swap Payment
to the Swap Counterparty pursuant to the terms of the Swap Contract.

            Any termination payments due to the Swap Counterparty under the Swap
Contract shall be payable solely from any portion of the Fixed Interest
Distribution remaining after all other amounts have been paid under the Class
A-3-1FL Regular Interest and the Class A-3-1FL Certificates (including all
Unpaid Interest and principal amounts outstanding).

            (c) The Paying Agent agrees to calculate LIBOR for each Interest
Reset Date. By the close of business on each Interest Reset Date (or, if such
date is not a Business Day, on the immediately succeeding Business Day), the
Paying Agent will provide notice to the Swap Counterparty of its calculation of
LIBOR applicable to the related Interest Accrual Period.

            (d) Promptly upon receipt of any payment or other receipt in respect
of the Class A-3-1FL Regular Interest or the Swap Contract, the Paying Agent
shall deposit the same into the Floating Rate Account.

            (e) Subject to Section 6.12 hereof, if a Rating Agency Trigger Event
occurs, the Trustee will enforce in a commercially reasonable manner the Trust's
rights to the Swap Counterparty's obligations to post collateral or find a
replacement swap counterparty that would not cause a Rating Agency Trigger
Event.

            (f) If the Swap Counterparty is required to post collateral pursuant
to the Swap Contract, the Trustee shall establish an account (or, shall direct
the Paying Agent to establish such account), which shall be an Eligible Account
(the "Swap Counterparty Collateral Account"). The Trustee shall deposit all
collateral received from the Swap Counterparty under any Credit Support Annex
(as defined in the Swap Contract) of the Swap Contract into the Swap
Counterparty Collateral Account. The only permitted withdrawal from or
application of funds on deposit in, or otherwise to the credit of, the Swap
Counterparty Collateral Account shall be (i) for application to obligations of
the Swap Counterparty under the Swap Contract if such Swap Contract becomes
subject to early termination or upon default by the Swap Counterparty or (ii) to
return collateral to the relevant Swap Counterparty when and as required by the
Swap Contract. The Trustee or Paying Agent, as applicable, agrees to give the
Swap Counterparty prompt notice if it obtains knowledge that the Swap
Counterparty Collateral Account or any funds on deposit therein or otherwise to
the credit of the Swap Counterparty Collateral Account, shall become subject to
any writ, order, judgment, warrant of attachment, execution or similar process.
Funds credited to the Swap Counterparty Collateral Account shall be applied as
contemplated in the Swap Contract. Subject to the terms of the Swap Contract,
proceeds of liquidation of any Swap Contract collateral (if the Swap Contract
becomes subject to early termination or upon default by the Swap Counterparty)
shall be deposited in the Floating Rate Account for application as applicable.

            (g) The Paying Agent shall pay to the Swap Counterparty the portion
of interest and other amounts payable on the Class A-3-1FL Regular Interest
which is equal to the net swap payment due to the Swap Counterparty pursuant to
the Swap Contract (the "Net Swap Payment") in accordance with Section 8.30(b)
above. The Trustee and the Paying Agent will have no obligation on behalf of the
Trust to pay to the Swap Counterparty any portion of the Fixed Interest
Distribution unless and until the interest payment on the Class A-3-1FL Regular
Interest is actually received by the Paying Agent. The Paying Agent shall
receive funds from the Swap Counterparty representing the net amount payable to
the Paying Agent pursuant to the Swap Contract and shall remit such amount to
the holders of the Class A-3-1FL Certificates as part of the Class A-3-1FL
Interest Distribution Amount pursuant to Section 6.12.

            (h) With respect to any proposed amendment to the Swap Contract,
upon receipt of a Rating Agency Confirmation, the Trustee shall enter into such
amendment on behalf of the Class A-3-1FL Certificateholders.


                                   ARTICLE IX

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

            Section 9.1  Duties of the Special Servicers

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Certificateholders and the Trustee, the applicable 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.

            The General Special Servicer shall be the Special Servicer with
respect to all the Mortgage Loans and other assets of the Trust other than the
Co-op Trust Assets and, as such, shall service and administer such of the assets
of the Trust (other than the Co-op Trust Assets) as constitute Specially
Serviced Mortgage Loans and REO Properties and shall render such incidental
services as are required of such Special Servicer with respect to such of the
assets of the Trust (other than the Co-op Trust Assets) as constitute assets
that are not Specially Serviced Mortgage Loans or REO Properties. The Co-op
Special Servicer shall be the Special Servicer with respect to the Co-op Trust
Assets and, as such, shall service and administer such of the Co-op Trust Assets
as constitute Specially Serviced Mortgage Loans or REO Properties and shall
render such incidental services as are required of such Special Servicer with
respect to such of the Co-op Trust Assets as are not Specially Serviced Mortgage
Loans or REO Properties.

            (b) Each Special Servicer shall cooperate with the applicable Master
Servicer and provide the applicable Master Servicer with the information
reasonably requested by such Master Servicer, in writing, to the extent required
to allow such Master Servicer to perform its servicing obligations with respect
to the Specially Serviced Mortgage Loans hereunder; provided, however, that (i)
a Special Servicer shall not be required to produce any ad hoc reports or incur
any unusual expense or effort in connection therewith and (ii) if a Special
Servicer elects to provide such ad hoc reports requested by the applicable
Master Servicer, such Special Servicer may require the applicable Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
A Special Servicer's obligations with respect to the servicing of any Specially
Serviced Mortgage Loan and any related REO Properties shall terminate when such
Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage Loan,
unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

            (c) The applicable Special Servicer shall send a written notice to
the applicable Master Servicer and the Paying Agent within two Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the applicable Master Servicer and the Paying Agent, such
Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the applicable Master Servicer.

            (d) Upon the occurrence of a Servicing Transfer Event with respect
to a Mortgage Loan and upon the reasonable request of the applicable Special
Servicer, the applicable Master Servicer shall mark its records for such
Mortgage Loan to cause any monthly statements for amounts due on such Mortgage
Loan to be sent thereafter to the applicable Special Servicer rather than the
related Mortgagor. Upon receipt of any such monthly statement, the applicable
Special Servicer shall, within two Business Days, advise the applicable Master
Servicer of any changes to be made, and return the monthly statement to the
applicable Master Servicer. The applicable Master Servicer shall thereafter
promptly send the corrected monthly statement to the Mortgagor. If a Mortgage
Loan becomes a Rehabilitated Mortgage Loan, the applicable Master Servicer shall
send the monthly statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

            (e) All amounts collected by the applicable Master Servicer with
respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that
has become an REO Mortgage Loan) shall be deposited in the applicable
Certificate Account. The applicable Master Servicer shall within two Business
Days after receipt of any such payment, notify the applicable Special Servicer
of the receipt of such payment and the amount thereof. The applicable Special
Servicer shall, within two Business Days thereafter, instruct the applicable
Master Servicer in writing how to apply such payment (with the application of
such payments to be made in accordance with the related Mortgage Loan documents
or in accordance with this Agreement, as applicable).

            (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the applicable Special Servicer shall
monitor the dates by which any claim must be made or action must be taken under
such Environmental Insurance Policy to achieve the payment of all amounts
thereunder to which the Trust is entitled in the event the applicable Special
Servicer has actual knowledge of any event giving rise to a claim under such
Environmental Insurance Policy (an "Insured Environmental Event") and (ii) if
the applicable Special Servicer has actual knowledge of an Insured Environmental
Event with respect to such Mortgage Loan, such Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of the related Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated
expenses) incurred by the applicable Special Servicer in fulfilling its
obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2  Fidelity Bond and Errors and Omissions Insurance Policy
of the Special Servicers

            Each Special Servicer, at its expense, shall maintain in effect a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The
Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall
be issued by a Qualified Insurer (unless a Special Servicer self insures as
provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the applicable Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of a Special Servicer (or its
corporate parent) is not less than two rating categories (ignoring pluses or
minuses) lower than the highest rating of the Certificates, but in any event not
less than "A" as rated by S&P and "A2" as rated by Moody's, such Special
Servicer may self-insure for the Servicer Fidelity Bond and the Servicer Error
and Omissions Insurance Policy.

            Section 9.3  Sub-Servicers

            Each 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 applicable Master Servicer. The applicable Special Servicer
shall notify the applicable Master Servicer, the Trustee and the Operating
Adviser of the appointment of any Sub-Servicer of such Special Servicer.

            Section 9.4  Special Servicers' General Powers and Duties

            (a) Subject to the other terms and provisions of this Agreement
(including, but not limited to, Sections 9.39), the Special Servicer is hereby
authorized and empowered when such Special Servicer believes it appropriate in
accordance with the Servicing Standard, to take any and all the actions with
respect to Specially Serviced Mortgage Loans which the applicable Master
Servicer may perform as set forth in Section 8.3(a), including (i) to execute
and deliver, on behalf of itself or the Trust, 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 the Powers of
Attorney in the form of Exhibit S-2A and Exhibit S-2B hereto and shall furnish
the applicable Special Servicer from time to time, upon request, with any
additional powers of attorney of the Trust, empowering such Special Servicer to
take such actions as it determines to be reasonably necessary to comply with its
servicing, administrative and management duties hereunder, and the Trustee shall
execute and deliver or cause to be executed and delivered such other documents
as a Special Servicing Officer may request, that are necessary or appropriate to
enable such Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as such
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, such Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless such Special Servicer reasonably believes that such
action should be taken in less than five Business Days to preserve the property
of the Trust for the benefit of Certificateholders, and the Trustee may within
five Business Days of its receipt of such notice advise such Special Servicer
that it has received an Opinion of Counsel (the cost of which shall be an
expense of the Trust) from an attorney duly licensed to practice law in the
state where the related Mortgaged Property or REO Property is located, that it
is likely that the laws of the state in which said action is to be taken either
prohibit such action if taken in the name of the Trust or that the Trust would
be adversely affected under the "doing business" or tax laws of such state if
such action is taken in its name; provided, further, that such Special Servicer
shall not be liable to the extent that it relies on the advice provided in such
Opinion of Counsel. Upon receipt of any such advice from the Trustee, the
applicable Special Servicer shall take such action in the name of such Person or
Persons, in trust for the Trust, 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. In the performance of its duties hereunder, the applicable Special
Servicer shall be an independent contractor and shall not, except in those
instances where it is, after notice to the Trustee as provided above, taking
action in the name of the Trust, be deemed to be the agent of the Trust. The
applicable Special Servicer shall indemnify the Trustee for any loss, liability
or reasonable expense (including attorneys' fees) incurred by the Trustee or any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person of it or its Affiliates in connection with
any negligent or intentional misuse of the foregoing powers of attorney
furnished to such Special Servicer by the Trustee. Such indemnification shall
survive the resignation or termination of a Special Servicer hereunder, the
resignation or termination of the Trustee and the termination of this Agreement.
The applicable Special Servicer shall not have any responsibility or liability
for any act or omission of the Trustee, the applicable Master Servicer or the
Depositor that is not attributable to the failure of such Special Servicer to
perform its obligations hereunder. The applicable Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

            (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the applicable Special Servicer
shall employ procedures consistent with the Servicing Standard. The applicable
Special Servicer shall conduct, or cause to be conducted, inspections of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided
that such Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2006); provided,
further, that such Special Servicer shall, at the expense of the Trust, inspect
or cause to be inspected each Mortgaged Property related to a Mortgage Loan that
is delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The applicable Special Servicer shall provide to the applicable
Master Servicer and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

            Section 9.5  "Due-On-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;
Due-On-Encumbrance Clauses

            Subject to the limitations of Sections 9.39 and 12.3, each Special
Servicer shall have the following duties and rights:

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

            (i) provides that such Specially Serviced Mortgage Loan shall (or
      may at the Mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property, or

            (ii) provides that such Specially Serviced Mortgage Loan may not be
      assumed without the consent of the related mortgagee in connection with
      any such sale or other transfer,

then, each Special Servicer, on behalf of the Trust, shall, after consultation
with (or, if required pursuant to this Agreement, receipt of written consent of)
the Operating Adviser and in accordance with the REMIC Provisions, take such
actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, a Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, such Special Servicer shall prepare and deliver to S&P and Moody's a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. Such
Special Servicer shall also prepare and provide S&P and Moody's with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Specially Serviced Mortgage Loans below the threshold set
forth above, but for which such Special Servicer's decision will be sufficient
and a Rating Agency Confirmation is not required. As to any Mortgage Loan that
is not a Specially Serviced Mortgage Loan and contains a provision in the nature
of a "due-on-sale" clause, such Special Servicer shall have the rights and
duties set forth in Section 8.7(d). The applicable Special Servicer shall be
entitled to 100% of all assumption fees in connection with Specially Serviced
Mortgage Loans.

            After notice to the Operating Adviser (or, if otherwise required
pursuant to this Agreement, receipt of written consent of), the applicable
Special Servicer is also authorized to take or enter into an assignment and
assumption agreement from or with the Person to whom such property has been or
is about to be conveyed, and/or to release the original Mortgagor from liability
upon the Specially Serviced Mortgage Loan and substitute the new Mortgagor as
obligor thereon; provided that except as otherwise permitted by Section 9.5(c),
any such assignment and assumption or substitution agreement shall contain no
terms that could result in an Adverse REMIC Event. To the extent permitted by
law, the applicable Special Servicer shall enter into an assumption or
substitution agreement that is required under the related Mortgage Loan
documents (either as a matter of right or upon satisfaction of specified
conditions) and shall otherwise enter into any assumption or substitution
agreement only if entering into such assumption or substitution agreement is
consistent with the Servicing Standard. The applicable Special Servicer shall
not condition approval of any request for assumption of a Specially Serviced
Mortgage Loan on an increase in the interest rate of such Specially Serviced
Mortgage Loan. The applicable Special Servicer shall notify the applicable
Master Servicer of any such assignment and assumption or substitution agreement
and such Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

            (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the applicable Special Servicer
consent to the creation of any lien on a Mortgaged Property that is senior to,
or on a parity with, the lien of the related Mortgage. Nothing in this Section
9.5 shall constitute a waiver of the Trustee's right, as the mortgagee of
record, to receive notice of any assignment and assumption of a Specially
Serviced Mortgage Loan, any sale or other transfer of the related Mortgaged
Property or the creation of any lien or other encumbrance with respect to such
Mortgaged Property.

            (c) Subject to the Servicing Standard and Sections 9.37 and 9.39,
and the rights and duties of the applicable Master Servicer under Section 8.18,
the applicable Special Servicer may enter into any modification, waiver or
amendment (including, without limitation, the substitution or release of
collateral or the pledge of additional collateral) of the terms of any Specially
Serviced Mortgage Loan, including any modification, waiver or amendment to (i)
reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal, accrued interest and/or any Prepayment Premium and/or any other
amounts due and payable with respect to such Specially Serviced Mortgage Loan
(including, but not limited to, any Late Fees or default interest), (ii) reduce
the amount of the Scheduled Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the Maturity Date of
any Specially Serviced Mortgage Loan and/or (v) accept a principal prepayment on
any Specially Serviced Mortgage Loan during any period during which voluntary
Principal Prepayments are prohibited, provided, in the case of any such
modification, waiver or amendment, that (A) the related Mortgagor is in default
with respect to the Specially Serviced Mortgage Loan or, in the reasonable
judgment of the applicable Special Servicer, such default is reasonably
foreseeable, (B) in the reasonable judgment of the applicable Special Servicer,
such modification, waiver or amendment would increase the recovery on the
Specially Serviced Mortgage Loan to Certificateholders on a net present value
basis (the relevant discounting of amounts that will be distributable to
Certificateholders to be performed at the related Mortgage Rate (as demonstrated
in writing by the applicable Special Servicer to the Trustee and the Paying
Agent), (C) such modification, waiver or amendment would not cause an Adverse
REMIC Event to occur, and (D) if notice to the Operating Adviser of such
modification, waiver or amendment is required pursuant to Section 9.39.

            In no event, however, shall the applicable Special Servicer (i)
extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date
that is two years prior to the Final Rated Distribution Date or (ii) if the
Specially Serviced Mortgage Loan is secured by a ground lease, extend the
Maturity Date of such Specially Serviced Mortgage Loan unless such Special
Servicer gives due consideration to the remaining term of such ground lease. The
applicable Special Servicer shall not extend the Maturity Date of any Specially
Serviced 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 Specially Serviced 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 Specially Serviced Mortgage
Loan is secured by a ground lease, the applicable Special Servicer shall give
due consideration to the remaining term of the ground lease and (ii) in no case
shall the Maturity Date of any such Specially Serviced Mortgage Loan be extended
past a date that is two years prior to the Final Rated Distribution Date. The
determination of the applicable Special Servicer contemplated by clause (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 applicable Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged
Property pursuant to Section 9.5(c) or pledge additional collateral for the
Specially Serviced Mortgage Loan pursuant to Section 9.5(c), if the security
interest of the Trust in such collateral can only be perfected by possession, or
if such collateral requires special care or protection, then prior to agreeing
to such substitution or addition of collateral, such Special Servicer shall make
arrangements for such possession, care or protection, and prior to agreeing to
such substitution or addition of collateral (or such arrangement for possession,
care or protection) shall obtain the prior written consent of the Trustee with
respect thereto (which consent shall not be unreasonably withheld, delayed or
conditioned); provided, however, that the Trustee shall not be required (but has
the option) to consent to any substitution or addition of collateral or to hold
any such collateral which will require the Trustee to undertake any additional
duties or obligations or incur any additional expense. Notwithstanding the
foregoing, to the extent not inconsistent with the related Mortgage Loan
documents, the applicable Special Servicer will not permit a Mortgagor to
substitute collateral for any portion of the Mortgaged Property unless it shall
have received a Rating Agency Confirmation in connection therewith, the costs of
which to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. If the Mortgagor is not required to pay for the Rating
Agency Confirmation, then such expense will be paid by the Trust. Promptly upon
receipt of notice of such unpaid expense, regarding a Specially Serviced
Mortgage Loan, the applicable Special Servicer shall request the related Seller
as and to the extent required pursuant to the terms of the related Mortgage Loan
Purchase Agreement to make such payment by deposit to the applicable Certificate
Account. The parties hereto acknowledge that if the Trust incurs any Additional
Trust Expense associated solely with the release of collateral that is not
required to be paid by a Mortgagor pursuant to the related Mortgage Loan
documents (and such Additional Trust Expense is not paid by the Mortgagor),
including, but not limited to, rating agency fees, then the sole obligation of
the related Seller shall be to pay an amount equal to such expense to the extent
the related Mortgagor is not required to pay them.

            (e) The applicable Special Servicer will promptly deliver to the
applicable Master Servicer, the Operating Adviser, the Trustee, the Paying
Agent, the Rating Agencies, a notice, specifying any such assignments and
assumptions, modifications, material waivers (except any waivers with respect to
Late Fees or default interest) or amendments, such notice identifying the
affected Specially Serviced Mortgage Loan. Such notice shall set forth the
reasons for such waiver, modification, or amendment (including, but not limited
to, information such as related income and expense statements, rent rolls, in
the case of Mortgage Loans other than Co-op Mortgage Loans, occupancy status,
property inspections, and an internal or external appraisal performed in
accordance with MAI standards and methodologies (and, if done externally, the
cost of such appraisal shall be recoverable as a Servicing Advance subject to
the provisions of Section 4.4 hereof)). The applicable Special Servicer shall
also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment promptly following the execution thereof.

            (f) No fee described in this Section shall be collected by the
applicable Special Servicer from the Mortgagor (or on behalf of the Mortgagor)
in conjunction with any consent or any modification, waiver or amendment of the
Specially Serviced Mortgage Loan if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b). Subject to the foregoing, the applicable Special Servicer shall use
its reasonable efforts, in accordance with the Servicing Standard, to collect
any modification fees and other expenses connected with a permitted modification
of a Specially Serviced Mortgage Loan from the Mortgagor. The applicable Special
Servicer shall be entitled to 100% of any modification fees received in
connection with a Specially Serviced Mortgage Loan. The inability of the
Mortgagor to pay any costs and expenses of a proposed modification shall not
impair the right of the applicable Special Servicer, the applicable Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

            (g) The applicable Special Servicer shall cooperate with the
applicable Master Servicer (as provided in Section 8.7) in connection with
assignments, assumptions or substitutions 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,
assumption or substitution executed pursuant to Section 8.7(a) or Section 8.7(d)
to the extent that the applicable Special Servicer's consent was required and
the subject assignment, assumption or substitution was not "expressly permitted"
by the related Mortgage Loan documents. The Special Servicer shall be entitled
to 100% of any assumption fee (including assumption application fees) received
in connection with a Specially Serviced Mortgage Loan.

            (h) Notwithstanding anything herein to the contrary, (i) the
applicable Special Servicer shall not have any right or obligation to consult
with or to seek and/or obtain consent or approval from the Operating Adviser
prior to acting, and provisions of this Agreement requiring such shall be of no
effect, if the Operating Adviser resigns or is removed, during the period
following such resignation or removal until a replacement is elected and (ii) no
advice, direction or objection from or by the Operating Adviser, as contemplated
by this Agreement, may (and such Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the applicable Special
Servicer has determined, in its reasonable good faith judgment would) (A)
require or cause such Special Servicer to violate applicable law, the terms of
any Mortgage Loan, any provision of this Agreement or the REMIC Provisions,
including such Special Servicer's obligation to act in accordance with the
Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool or any Adverse Grantor Trust Event with respect to the Class EI/Class
EI-L3 Grantor Trust or the Class A-3-1FL Grantor Trust, (C) expose the Trust,
the Depositor, the applicable Master Servicer, the applicable Special Servicer,
the Paying Agent or the Trustee, or any of their respective partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents, to any material claim, suit or liability, or (D) materially expand
the scope of the applicable Special Servicer's responsibilities under this
Agreement.

            (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause (other than with
respect to a Specially Serviced Mortgage Loan that is a Co-op Mortgage Loan as
to which the NCB, FSB Subordinate Debt Conditions have been satisfied), which by
its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property; or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, for so long as such Mortgage Loan is included in the Trust, the applicable
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 9.5, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard.
Prior to waiving the effect of such provision with respect to a Mortgage Loan,
the applicable Special Servicer shall obtain Rating Agency Confirmation
regarding such waiver; provided, however, that such Rating Agency Confirmation
shall only be required if the applicable Mortgage Loan (x) represents 2% or more
of the 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 or (y) such
Mortgage Loan has a Loan-to-Value Ratio (which also includes Junior
Indebtedness, if any) that is greater than or equal to 85% and a Debt Service
Coverage Ratio (which also includes debt service on and any Junior Indebtedness)
that is less than 1.2x.

            Section 9.6  Release of Mortgage Files

            (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by a Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Specially Serviced Mortgage Loan, such Special
Servicer will within 2 Business Days notify the applicable Master Servicer. The
applicable Special Servicer shall determine, in accordance with the Servicing
Standard, whether an instrument of satisfaction shall be delivered and, if such
Special Servicer determines that such instrument should be delivered, such
Special Servicer shall deliver written approval of such delivery to the
applicable Master Servicer.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the applicable Special Servicer and delivery
to the Trustee or Custodian of a request for release signed by a Special
Servicing Officer substantially in the form of Exhibit C, release the related
Mortgage File to such Special Servicer. After the transfer of servicing with
respect to any Specially Serviced Mortgage Loan to the applicable Special
Servicer, in accordance with the Servicing Standard, the applicable Master
Servicer shall notify, in writing, the Mortgagor under each Specially Serviced
Mortgage Loan transferred to the applicable Special Servicer, of such transfer.

            (c) Reserved.

            (d) The applicable Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the applicable Master Servicer all
documents and instruments in the possession of such Special Servicer related to
such Rehabilitated Mortgage Loan. Prior to the transfer of servicing with
respect to any Rehabilitated Mortgage Loan to the applicable Master Servicer in
accordance with the Servicing Standard, the applicable Special Servicer shall
notify, in writing, each Mortgagor under each Rehabilitated Mortgage Loan of
such transfer.

            Section 9.7  Documents, Records and Funds in Possession of the
Special Servicers to Be Held for the Trustee

            (a) Each Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of such Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the applicable Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the applicable Special Servicer as Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds in respect of any Specially Serviced
Mortgage Loan or any REO Property shall be remitted to the applicable Master
Servicer within two Business Days of receipt for deposit into the applicable
Certificate Account, except that if such amounts relate to REO Income, they
shall be deposited in the applicable REO Account. The applicable Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the applicable Master
Servicer, the Paying Agent, the Operating Adviser and their respective agents
and accountants at any time upon reasonable written request and during normal
business hours, provided that such Special Servicer shall not be required to
take any action or provide any information that such Special Servicer determines
will result in any material cost or expense to which it is not entitled to
reimbursement hereunder or will result in any material liability for which it is
not indemnified hereunder; provided, further, that the Trustee and the Paying
Agent shall be entitled to receive from the applicable Special Servicer all such
information as the Trustee and the Paying Agent shall reasonably require to
perform their respective duties hereunder. In fulfilling such a request, the
applicable Special Servicer shall not be responsible for determining whether
such information is sufficient for the Trustee's, the applicable Master
Servicer's, the Paying Agent's or the Operating Adviser's purposes.

            (b) Each Special Servicer hereby acknowledges that the Trust owns
the Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, such Special Servicer that are collected by such Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which such Special
Servicer is entitled hereunder); and such Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, such Special Servicer,
shall be held by such Special Servicer for and on behalf of the Trust.

            (c) Each Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are
required to be deposited in any REO Account to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against any Specially
Serviced Mortgage Loan or any funds, collected on, or in connection with, a
Specially Serviced Mortgage Loan.

            Section 9.8  Representations, Warranties and Covenants of the
Special Servicers

            (a) J.E. Robert Company, Inc., in its capacity as the General
Special Servicer, hereby represents and warrants to and covenants with the
Trustee, the Paying Agent, as of the Closing Date:

            (i) the General Special Servicer is a corporation, duly organized,
      validly existing and in good standing under the laws of the Commonwealth
      of Virginia, and the General Special Servicer is in compliance with the
      laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement;

            (ii) the execution and delivery of this Agreement by the General
      Special Servicer, and the performance and compliance with the terms of
      this Agreement by the General Special Servicer, will not violate the
      General Special Servicer's organizational documents or constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets which default or breach in the
      reasonable judgment of the General Special Servicer, is likely to affect
      materially and adversely either the ability of the General Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of the General Special Servicer;

            (iii) the General Special Servicer has the full corporate power and
      authority to enter into and consummate all transactions contemplated by
      this Agreement, has duly authorized the execution, delivery and
      performance of this Agreement, and has duly executed and delivered this
      Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the General Special Servicer, enforceable
      against the General Special Servicer in accordance with the terms hereof,
      subject to (A) applicable bankruptcy, insolvency, reorganization,
      receivership, moratorium and other laws affecting the enforcement of
      creditors' rights generally, and (B) general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in
      equity or at law;

            (v) the General Special Servicer is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the General Special Servicer's
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the General Special Servicer to perform its obligations
      under this Agreement or the financial condition of the General Special
      Servicer;

            (vi) no litigation is pending or, to the best of the General Special
      Servicer's knowledge, threatened against the General Special Servicer the
      outcome of which, in the General Special Servicer's reasonable judgment,
      could reasonably be expected to prohibit the General Special Servicer from
      entering into this Agreement or that, in the General Special Servicer's
      reasonable judgment, is likely to materially and adversely affect the
      ability of the General Special Servicer to perform its obligations under
      this Agreement;

            (vii) the General Special Servicer has errors and omissions
      insurance coverage which is in full force and effect and complies with the
      requirements of Section 9.2 hereof; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Special Servicer with this Agreement, or the
      consummation by the General Special Servicer of any transaction
      contemplated hereby, other than (1) such consents, approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been obtained or made and (2) where the lack of such consent, approval,
      authorization, qualification, registration, filing or notice would not
      have a material adverse effect on the performance by the General Special
      Servicer under this Agreement.

            (b) The Co-op Special Servicer, hereby represents and warrants to
and covenants with the Trustee and the Paying Agent as of the Closing Date:

            (i) The Co-op Special Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the United States,
      and the Co-op Special Servicer is in compliance with the laws of each
      State in which any related Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii) The Co-op Special Servicer's execution and delivery of,
      performance under and compliance with this Agreement will not violate the
      Co-op Special Servicer's organizational documents or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, which default, in the good faith
      and reasonable judgment of the Co-op Special Servicer, is likely to affect
      materially and adversely either the ability of the Co-op Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Co-op Special Servicer.

            (iii) The Co-op Special Servicer has the full power and authority to
      enter into and consummate all transactions involving the Co-op Special
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Co-op Special Servicer, enforceable against
      the Co-op Special Servicer in accordance with the terms hereof, subject to
      (A) applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

            (v) The Co-op Special Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with the terms
      of this Agreement will not constitute a violation of, any law, any order
      or decree of any court or arbiter, or any order, regulation or demand of
      any federal, state or local governmental or regulatory authority, which
      violation, in the Co-op Special Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Co-op Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Co-op Special Servicer.

            (vi) No consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the Co-op Special Servicer of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      or orders that previously have been obtained or where the lack of such
      consent, approval, authorization or order would not have a material
      adverse effect on the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (vii) No litigation is pending or, to the best of the Co-op Special
      Servicer's knowledge, threatened against the Co-op Special Servicer the
      outcome of which, in the Co-op Special Servicer's good faith and
      reasonable judgment, could reasonably be expected to prohibit the Co-op
      Special Servicer from entering into this Agreement or materially and
      adversely affect the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (viii) The Co-op Special Servicer has errors and omissions insurance
      as required by Section 9.2.

            (ix) As of the Closing Date, the Co-op Special Servicer is not a
      party to any sub-servicing agreement providing for the performance of
      duties of the Co-op Special Servicer by any Sub-Servicer with respect to
      any Co-op Mortgage Loans or related REO Properties.

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

            (d) Any cause of action against the applicable Special Servicer
arising out of the breach of any representations and warranties made in this
Section shall accrue upon the giving of written notice to such Special Servicer
by any of the Trustee, the applicable Master Servicer or the Paying Agent. A
Special Servicer shall give prompt notice to the Trustee, the Paying Agent, the
Depositor, the Operating Adviser and the applicable Master Servicer of the
occurrence, or the failure to occur, of any event that, with notice, or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

            Section 9.9  Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies

            (a) For all REO Property, the applicable Special Servicer shall use
reasonable efforts, consistent with the Servicing Standard, to maintain with a
Qualified Insurer a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount which is not less than the full
replacement cost of the improvements of such REO Property or in an amount not
less than the unpaid Principal Balance plus all unpaid interest and the
cumulative amount of Servicing Advances (plus Advance Interest) made with
respect to such Mortgage Loan, whichever is less, but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause. If the
improvements to the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), the applicable
Special Servicer shall maintain a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage equal to the lesser of the then outstanding
Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances
(plus Advance Interest) and the maximum insurance coverage required under such
current guidelines. It is understood and agreed that the applicable Special
Servicer has no obligation to obtain earthquake or other additional insurance on
REO Property, except as required by law and, nevertheless, at its sole
discretion and at the Trust's expense, it (if required at origination and is
available at commercially reasonable rates) may obtain such earthquake
insurance. The applicable Special Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to obtain a comprehensive general
liability insurance policy for all REO Properties. The applicable Special
Servicer shall, to the extent available at commercially reasonable rates (as
determined by such Special Servicer in accordance with the Servicing Standard)
and to the extent consistent with the Servicing Standard, use its reasonable
efforts to maintain a Rent Loss Policy covering revenues for a period of at
least twelve months and a comprehensive general liability policy with coverage
comparable to prudent lending requirements in an amount not less than $1,000,000
per occurrence. All applicable policies required to be maintained by the
applicable Special Servicer pursuant to this Section 9.9(a) shall name the
Trustee as loss payee. The costs of such insurance shall be paid by the
applicable Master Servicer as a Servicing Advance pursuant to Section 4.2,
subject to the provisions of Section 4.4 hereof.

            (b) Any amounts collected by the applicable Special Servicer under
any insurance policies maintained pursuant to this Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the applicable Special Servicer shall
not be required in any event to maintain or obtain insurance coverage beyond
what is reasonably available at commercially reasonable rates consistent with
the Servicing Standard. The applicable Special Servicer shall notify the Trustee
of any such determination.

            The applicable Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
applicable Special Servicer shall have obtained and maintained a master force
placed or blanket insurance policy insuring against hazard losses on all of the
applicable REO Property serviced by it, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers consistent
with the Servicing Standard, and provided that such policy is issued by a
Qualified Insurer or (ii) if the applicable Special Servicer (or its corporate
parent) self-insures for its obligations, provided that the rating of such
Person's long-term debt is not less than "A" by S&P and "A2" by Moody's. In the
event that the applicable Special Servicer shall cause any REO Property to be
covered by such a master force placed or blanket insurance policy, the
incremental cost of such insurance allocable to such REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any
REO Property is then covered thereby), shall be paid by the applicable Special
Servicer, at its option, or by the applicable Master Servicer, as a Servicing
Advance, subject to the provisions of Section 4.4 hereof. If such policy
contains a deductible clause, the applicable Special Servicer shall, if there
shall not have been maintained on the related REO Property a policy complying
with this Section 9.9 and there shall have been a loss that would have been
covered by such policy, deposit in the applicable Certificate Account the amount
not otherwise payable under such master force placed or blanket insurance policy
because of such deductible clause to the extent that such deductible exceeds (i)
the deductible under the related Mortgage Loan or (ii) if there is no deductible
limitation required under the Mortgage Loan, the deductible amount with respect
to insurance policies generally available on properties similar to the related
REO 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 REO
Properties, the applicable Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

            Section 9.10  Presentment of Claims and Collection of Proceeds

            The applicable Special Servicer will prepare and present or cause to
be prepared and presented on behalf of the Trustee all claims under the
Insurance Policies with respect to REO Property, and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to recover under such policies. Any
proceeds disbursed to the applicable Special Servicer in respect of such
policies shall be promptly remitted to the applicable Certificate Account, upon
receipt, except for any amounts realized that are to be applied to the repair or
restoration of the applicable REO Property in accordance with the Servicing
Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the applicable Special Servicer in fulfilling
its obligations under this Section 9.10 shall be paid by the Trust.

            Section 9.11  Compensation to the Special Servicer

            (a) As compensation for its activities hereunder, the Special
Servicers shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the applicable Special Servicer from the related Mortgagor shall be transferred
by the applicable Special Servicer to the applicable Master Servicer within one
Business Day of receipt thereof, and deposited by such Master Servicer in the
Certificate Account. The applicable Special Servicer shall be entitled to
receive a Liquidation Fee from the proceeds received in connection with a full
or partial liquidation (net of related costs and expenses of such liquidation)
of a Specially Serviced Mortgage Loan or REO Property (whether arising pursuant
to a sale, condemnation, casualty or otherwise). With respect to each REO
Mortgage Loan that is a successor to a Mortgage Loan secured by two or more
Mortgaged Properties, the reference to "REO Property" in the preceding sentence
shall be construed on a property-by-property basis to refer separately to the
acquired real property that is a successor to each of such Mortgaged Properties,
thereby entitling the applicable Special Servicer to a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of, and
Condemnation Proceeds or Insurance Proceeds received in connection with, each
such acquired property as the Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds related to that property are received.

            (b) The applicable Special Servicer shall be entitled to cause the
applicable Master Servicer to withdraw from the applicable Certificate Account,
the Special Servicer Compensation in respect of each Mortgage Loan, in the time
and manner set forth in Section 5.2 of this Agreement. The applicable Special
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

            (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest payable at a rate above the Mortgage Rate (net of amounts used to pay
Advance Interest, Additional Trust Fund Expenses, Special Servicing Fees,
Liquidation Fees and Workout Fees relating to the subject Mortgage Loan as
provided in Section 4.5) or other usual and customary charges and fees actually
received from the Mortgagor in connection with any Specially Serviced Mortgage
Loan shall be retained by the applicable Special Servicer, to the extent not
required to be deposited in the applicable Certificate Account pursuant to the
terms of this Agreement. The applicable Special Servicer shall also be permitted
to receive 50% of any assumption fees on Mortgage Loans which are not Specially
Serviced Mortgage Loans and for which with respect to the assignment, assumption
or substitution (a) the consent of the Special Servicer was required or (b) is
not "expressly permitted" pursuant to the terms of the related Mortgage Loan as
payable under Section 8.7(a) or 8.7(d), and, to the extent deposited into a
Certificate Account, 100% of all assumption fees relating to Specially Serviced
Mortgage Loans and, to the extent provided in Section 9.5(a), Late Fees,
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. To the extent any component of applicable Special Servicer
Compensation is in respect of amounts usually and customarily paid by
Mortgagors, such Special Servicer shall use reasonable good faith efforts to
collect such amounts from the related Mortgagor, and to the extent so collected,
in full or in part, such Special Servicer shall not be entitled to compensation
for the portion so collected therefor hereunder out of the Trust.

            Section 9.12  Realization Upon Defaulted Mortgage Loans

            (a) The applicable Special Servicer, in accordance with the
Servicing Standard and subject to Sections 9.4(a), 9.36 and 9.39, shall use its
reasonable efforts to foreclose upon, repossess or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Specially Serviced
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments of
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this
Agreement or the modification of such Mortgage Loan in accordance with this
Agreement. In connection with such foreclosure or other conversion of ownership,
the applicable Special Servicer shall follow the Servicing Standard.

            (b) The applicable Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

            (i) such personal property is incidental to real property (within
      the meaning of Section 856(e)(1) of the Code) so acquired by the
      applicable Special Servicer; or

            (ii) the applicable Special Servicer shall have received a
      Nondisqualification Opinion (the cost of which shall be reimbursed by the
      Trust) to the effect that the holding of such personal property by any
      REMIC Pool will not cause the imposition of a tax on such REMIC Pool under
      the Code or cause such REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding anything to the contrary in this Agreement, the
applicable Special Servicer shall not, on behalf of the Trust, obtain title to a
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, and
shall not otherwise acquire possession of, or take any other action with respect
to, any Mortgaged Property, if, as a result of any such action the Trust would
be considered to hold title to, to be a "mortgagee-in-possession" of, or to be
an "owner" or "operator" of such Mortgaged Property within the meaning of
CERCLA, or any applicable comparable federal, state or local law, or a
"discharger" or "responsible party" thereunder, unless such Special Servicer has
also previously determined in accordance with the Servicing Standard, based on a
Phase I Environmental Report prepared by a Person (who may be an employee or
Affiliate of the applicable Master Servicer or such Special Servicer) who
regularly conducts environmental site assessments in accordance with the
standards of FNMA in the case of multi-family mortgage loans and customary
servicing practices in the case of commercial loans for environmental
assessments, which report shall be delivered to the Trustee, that:

            (i) such Mortgaged Property is in compliance with applicable
      Environmental Laws or, if not, after consultation with an environmental
      expert that taking such actions as are necessary to bring the Mortgaged
      Property in compliance therewith is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions;

            (ii) taking such actions as are necessary to bring the Mortgaged
      Property in compliance with applicable Environmental Laws is reasonably
      likely to produce a greater recovery on a net present value basis than
      pursuing a claim under the Environmental Insurance Policy; and

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged Property relating to the use, management, disposal or
      release of any hazardous substances, hazardous materials, hazardous
      wastes, or petroleum-based materials for which investigation, testing,
      monitoring, removal, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that, if any such materials
      are present for which such action could be required, after consultation
      with an environmental expert taking such actions with respect to the
      affected Mortgaged Property is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions (after
      taking into account the projected costs of such actions); provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the extent that the cost thereof is a Servicing Advance of the
      applicable Master Servicer pursuant to this Agreement, subject to the
      provisions of Section 4.4 hereof.

            (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the applicable Master Servicer shall treat such cost as a Servicing
Advance subject to the provisions of Section 4.4 hereof; provided that, in the
latter event, the applicable Special Servicer shall use its good faith
reasonable business efforts to recover such cost from the Mortgagor.

            (e) If the applicable Special Servicer determines, pursuant to
Section 9.12(c), that taking such actions as are necessary to bring any
Mortgaged Property into compliance with applicable Environmental Laws, or taking
such actions with respect to the containment, removal, clean-up or remediation
of hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials affecting any such Mortgaged Property, is not
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions) or than not pursuing a claim under the Environmental Insurance
Policy, then such Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust, including, without limitation,
releasing the lien of the related Mortgage. If the applicable Special Servicer
determines that a material possibility exists that Liquidation Expenses with
respect to Mortgaged Property (taking into account the cost of bringing it into
compliance with applicable Environmental Laws) would exceed the Principal
Balance of the related Mortgage Loan, such Special Servicer shall not attempt to
bring such Mortgaged Property into compliance and shall not acquire title to
such Mortgaged Property unless it has received the written consent of the
Trustee to such action.

            Notwithstanding any provision of this Agreement to the contrary, the
applicable Special Servicer shall not foreclose on any Mortgaged Property in
anticipation of pursuing a claim under the related Environmental Insurance
Policy, unless the applicable Special Servicer shall have first reviewed such
Environmental Insurance Policy.

            (f) The applicable Special Servicer shall have the right to
determine, in accordance with the Servicing Standard, the advisability of
maintaining any action with respect to any Specially Serviced Mortgage Loan,
including, without limitation, any action to obtain a deficiency judgment with
respect to any Specially Serviced Mortgage Loan.

            Section 9.13  Foreclosure

            In the event that the Trust obtains, through foreclosure on a
Mortgage or otherwise, the right to receive title to a Mortgaged Property, the
applicable Special Servicer, as its agent, shall direct the appropriate party to
deliver title to the REO Property to the Trustee or its nominee.

            The applicable Special Servicer may consult with counsel to
determine when an Acquisition Date shall be deemed to occur under the REMIC
Provisions with respect to the Mortgaged Property, the expense of such
consultation being treated as a Servicing Advance related to the foreclosure,
subject to the provisions of Section 4.4 hereof. The applicable Special
Servicer, on behalf of the Trust, shall sell the REO Property expeditiously, but
in any event within the time period, and subject to the conditions, set forth in
Section 9.15. Subject to Section 9.15, the applicable Special Servicer shall
manage, conserve, protect and operate the REO Property for the holders of
beneficial interests in the Trust solely for the purpose of its prompt
disposition and sale.

            Section 9.14  Operation of REO Property

            (a) Each Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders in the name of "Wells Fargo Bank,
N.A., as Trustee for the Holders of Morgan Stanley Capital I Inc. Commercial
Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series
2005-IQ10" (each, an "REO Account"), which shall be an Eligible Account. Amounts
in any REO Account shall be invested in Eligible Investments. The Special
Servicers shall deposit all funds received with respect to an REO Property in
the applicable REO Accounts within two days of receipt. The Special Servicers
shall account separately for funds received or expended with respect to each REO
Property. All funds in each REO Account may be invested only in Eligible
Investments. The Special Servicers shall notify the Trustee and the applicable
Master Servicer in writing of the location and account number of each REO
Account and shall notify the Trustee prior to any subsequent change thereof.

            (b) On or before 2:00 p.m. on each Special Servicer Remittance Date,
the applicable Special Servicer shall withdraw from the applicable REO Account
and remit to the Master Servicer for deposit in the applicable Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties; provided, however, that (i) the applicable
Special Servicer may retain in such REO Account such portion of such proceeds
and collections as may be necessary to maintain in such REO Account sufficient
funds for the proper operation, management and maintenance of the related REO
Property, including, without limitation, the creation of reasonable reserves for
repairs, replacements, and necessary capital improvements and other related
expenses. The applicable Special Servicer shall notify the applicable Master
Servicer of all such remittances (and the REO Properties to which the
remittances relate) made into the applicable Certificate Account and (ii) the
applicable 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 applicable REO Account. The
amount of any losses incurred in respect of any such investments shall be for
the account of the applicable Special Servicer which shall deposit the amount of
such loss (to the extent not offset by income from other investments) in the
applicable REO Account, out of its own funds immediately as realized. If the
applicable Special Servicer deposits in any REO Account any amount not required
to be deposited therein, it may at any time withdraw such amount from such REO
Account, any provision herein to the contrary notwithstanding.

            (c) If the Trust acquires the Mortgaged Property, the applicable
Special Servicer shall have full power and authority, in consultation with the
Operating Adviser, and subject to the specific requirements and prohibitions of
this Agreement to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the applicable Special Servicer deems to be in the best interest
of the Trust, and, consistent therewith, may advance from its own funds to pay
for the following items (which amounts shall be reimbursed by the applicable
Master Servicer or the Trust subject to Sections 4.4 in accordance with Section
4.6(d)), to the extent such amounts cannot be paid from REO Income:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that could result or have resulted in the imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain, operate, lease
      and sell such REO Property (other than capital expenditures).

            (d) The applicable Special Servicer may, and to the extent necessary
to (i) preserve the status of the REO Property as "foreclosure property" under
the REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith;

            (ii) the terms of such contract shall be consistent with the
      provisions of Section 856 of the Code and Treasury Regulations Section
      1.856-4(b)(5);

            (iii) only to the extent consistent with (ii) above, any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor (A) pay all costs and expenses incurred in
      connection with the operation and management of such Mortgaged Property
      underlying the REO Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the provisions of this Section 9.14 relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the applicable Special Servicer of any of its
      duties and obligations to the Trustee with respect to the operation and
      management of any such REO Property;

            (v) if the Independent Contractor is an Affiliate of the applicable
      Special Servicer, the consent of the Operating Adviser and a
      Nondisqualification Opinion must be obtained; and

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

            (e) The applicable Special Servicer shall be entitled to enter into
any agreement with any Independent Contractor performing services for the Trust
pursuant to this subsection (d) for indemnification of such Special Servicer by
such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. All fees of the Independent Contractor
(other than fees paid for performing services within the ordinary duties of a
Special Servicer which shall be paid by such Special Servicer) shall be paid
from the income derived from the REO Property. To the extent that the income
from the REO Property is insufficient, such fees shall be advanced by the
applicable Master Servicer as a Servicing Advance, subject to the provisions of
Section 4.4 and Section 4.6(d) hereof.

            (f) Notwithstanding any other provision of this Agreement, the
Special Servicers shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the applicable Special Servicer have
received an Opinion of Counsel (at the Trust's sole expense) to the effect that,
under the REMIC Provisions and any relevant proposed legislation, any income
generated for REMIC I by the REO Property would not result in the imposition of
a tax upon REMIC I or (ii) in accordance with the Servicing Standard, the
applicable Special Servicer determines the income or earnings with respect to
such REO Property will offset any tax under the REMIC Provisions relating to
such income or earnings and will maximize the net recovery from the REO Property
to the Certificateholders. The applicable Special Servicer shall notify the
Trustee, the Paying Agent and the applicable Master Servicer of any election by
it to incur such tax, and such Special Servicer (i) shall hold in escrow in an
Eligible Account an amount equal to the tax payable thereby from revenues
collected from the related REO Property, (ii) provide the Paying Agent with all
information for the Paying Agent to file the necessary tax returns in connection
therewith and (iii) upon request from the Paying Agent, pay from such account to
the Paying Agent the amount of the applicable tax. The Paying Agent shall file
the applicable tax returns based on the information supplied by the applicable
Special Servicer and pay the applicable tax from the amounts collected by such
Special Servicer.

            Subject to, and without limiting the generality of the foregoing,
the applicable Special Servicer, on behalf of the Trust, shall not:

            (i) permit the Trust to enter into, renew or extend any New Lease
      with respect to the REO Property, if the New Lease by its terms will give
      rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on the REO Property,
      other than the completion of a building or other improvement thereon, and
      then only if more than ten percent of the construction of such building or
      other improvement was completed before default on the Mortgage Loan became
      imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other Person to Directly Operate, other than through an
      Independent Contractor, the REO Property on any date more than 90 days
      after the Acquisition Date; unless, in any such case, the applicable
      Special Servicer has requested and received an Opinion of Counsel at the
      Trust's sole expense to the effect that such action will not cause such
      REO Property to fail to qualify as "foreclosure property" within the
      meaning of Section 860G(a)(8) of the Code (without giving effect to the
      final sentence thereof) at any time that it is held by the applicable
      REMIC Pool, in which case the applicable Special Servicer may take such
      actions as are specified in such Opinion of Counsel.

            Section 9.15  Sale of REO Property

            (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The applicable Special Servicer, after notice to the Operating
Adviser, shall sell any REO Property as soon as practicable consistent with the
objective of maximizing proceeds for all Certificateholders, but in no event
later than the end of the third calendar year following the end of the year of
its acquisition, and in any event prior to the Final Rated Distribution Date,
unless (i) the Trustee, on behalf of the applicable REMIC Pool, has been granted
an extension of time (an "Extension") (which extension shall be applied for at
least 60 days prior to the expiration of the period specified above) by the
Internal Revenue Service to sell such REO Property (a copy of which shall be
delivered to the Paying Agent upon request), in which case the applicable
Special Servicer shall continue to attempt to sell the REO Property for its fair
market value for such period longer than the period specified above as such
Extension permits or (ii) the applicable Special Servicer seeks and subsequently
receives, at the expense of the Trust, a Nondisqualification Opinion, addressed
to the Trustee and such Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the period specified above after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause
the related REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Trustee has not received an Extension or
such Opinion of Counsel and the applicable Special Servicer is not able to sell
such REO Property within the period specified above, or if an Extension has been
granted and the applicable Special Servicer is unable to sell such REO Property
within the extended time period, the applicable Special Servicer shall, after
consultation with the Operating Adviser, before the end of such period or
extended period, as the case may be, auction the REO Property to the highest
bidder (which may be the applicable Special Servicer) in accordance with the
Servicing Standard; provided, however, that if an Interested Person intends to
bid on the REO Property, (i) the applicable Special Servicer (or, if such
Interested Person is the applicable Special Servicer or an Affiliate of the
applicable Special Servicer, the Trustee) shall promptly obtain, at the expense
of the Trust, an Appraisal of such REO Property (or internal valuation in
accordance with the procedures specified in Section 6.9) and (ii) the Interested
Person shall not bid less than the fair market value set forth in such
Appraisal. The Depositor may not purchase REO Property at a price in excess of
the fair market value thereof.

            Notwithstanding the foregoing, no Interested Person shall be
permitted to purchase the REO Property at a price less than an amount equal to
the fair value of the REO Property, as determined by the applicable Special
Servicer (or, if such Interested Person is the applicable Special Servicer or an
Affiliate of the applicable Special Servicer, the Trustee). Prior to the
applicable Special Servicer's or Trustee's, as applicable, determination of fair
value referred to above, the fair value of an REO Property shall be deemed to be
an amount equal to the Purchase Price. The applicable Special Servicer or
Trustee, as applicable, shall determine the fair value of an REO Property as
soon as reasonably practical after receipt of notice of an Interested Party's
desire to purchase such REO Property, and such Special Servicer or Trustee, as
applicable, shall promptly notify such Interested Party (and the Trustee, if
applicable) of the fair value. The applicable Special Servicer or Trustee, as
applicable, is required to recalculate the fair value of the REO Property if
there has been a material change in circumstances or the applicable Special
Servicer or Trustee, as applicable, has received new information (including the
receipt of a third party bid to purchase the REO Property), either of which has
a material effect on the fair value, provided that such Special Servicer or
Trustee, as applicable, shall be required to recalculate the fair value of the
REO Property if the time between the date of last determination of the fair
value of the REO Property and the date of the purchase of the REO Property by
such Interested Party has exceeded 60 days. Upon any recalculation, the
applicable Special Servicer or Trustee, as applicable, shall be required to
promptly notify in writing such Interested Party (and the Trustee, if
applicable) of the revised fair value. In determining fair value, the applicable
Special Servicer or Trustee, as applicable, shall take into account, among other
factors, the results of any appraisal or updated appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; the physical condition of the REO Property; the
state of the local economy; any other bids received with respect to the REO
Property; and the Trust's obligation to dispose of any REO Property as soon as
practicable consistent with the objective of maximizing proceeds for all
Certificateholders, but in no event later than the three-year period (or such
extended period) specified in this Section 9.15. In performing its obligations
under this Section 9.15(a), each Special Servicer or the Trustee, as applicable,
may, at the expense of the party desiring to purchase the REO Property, engage
an appraiser or other expert in real estate matters to determine the fair value
of an REO Property and may rely conclusively upon such Person's determination,
which determination shall take into account the factors set forth in the
preceding sentence.

            (b) Within 30 days of the sale of the REO Property, the applicable
Special Servicer shall provide to the Trustee, the Paying Agent and the
applicable Master Servicer a statement of accounting for such REO Property,
including without limitation, (i) the Acquisition Date for the REO Property,
(ii) the date of disposition of the REO Property, (iii) the sale price and
related selling and other expenses, (iv) accrued interest (including interest
deemed to have accrued) on the Specially Serviced Mortgage Loan to which the REO
Property related, calculated from the Acquisition Date to the disposition date,
(v) final property operating statements, and (vi) such other information as the
Trustee or the Paying Agent may reasonably request in writing.

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

            Section 9.16  Realization on Collateral Security

            In connection with the enforcement of the rights of the Trust to any
property securing any Specially Serviced Mortgage Loan other than the related
Mortgaged Property, the applicable Special Servicer shall consult with counsel
to determine how best to enforce such rights in a manner consistent with the
REMIC Provisions and shall not, based on a Nondisqualification Opinion addressed
to the applicable Special Servicer and the Trustee (the cost of which shall be
an expense of the Trust) take any action that could result in the failure of any
REMIC Pool to qualify as a REMIC while any Certificates are outstanding, unless
such action has been approved by a vote of 100% of each Class of
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders).

            Section 9.17  [Reserved]

            Section 9.18  Annual Officer's Certificate as to Compliance

            Each Special Servicer shall deliver to the Paying Agent on or before
noon (Eastern Time) on March 20 of each calendar year, commencing in March 2006,
an Officer's Certificate stating, as to the signer thereof, that (A) a review of
the servicing activities of such Special Servicer during the preceding calendar
year or portion thereof and of such performance of such Special Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Special Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof; provided that the applicable Special Servicer shall
not be required to cause the delivery of such Officer's Certificate until April
15 in any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such Officer's Certificate 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
prior to April 15. Such Special Servicer shall forward a copy of each such
statement to the Rating Agencies.

            Section 9.19  Annual Independent Accountants' Servicing Report

            On or before noon (Eastern Time) on March 20 of each calendar year,
beginning with March 2006, each Special Servicer at its expense shall cause a
nationally recognized firm of Independent public accountants (who may also
render other services to such Special Servicers, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of such Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that the applicable Special Servicer
shall not be required to cause the delivery of such statement until April 15 in
any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such statement to the Depositor, each Rating Agency, the Trustee and, upon
request, the Operating Adviser by April 7 of each calendar year or by April 30
of each calendar year if the statement is not required to be delivered prior to
April 15.

            Section 9.20  Merger or Consolidation

            Any Person into which a Special Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Special Servicer shall be a party, or any
Person succeeding to substantially all of the servicing business of such Special
Servicer, shall be the successor of such Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate such Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

            Section 9.21  Resignation of the Special Servicer

            (a) Except as otherwise provided in Section 9.20 or this Section
9.21, a Special Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that such Special Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of a Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the applicable
Master Servicer, the Operating Adviser and the Trustee. No such resignation
shall become effective until a successor servicer designated by the Operating
Adviser and the Trustee shall have (i) assumed such Special Servicer's
responsibilities and obligations under this Agreement and (ii) Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the applicable Special Servicer to the applicable Master Servicer,
the Trustee and the Paying Agent.

            (b) A Special Servicer may resign from the obligations and duties
hereby imposed on it, upon 30 days notice to the Trustee and the Paying Agent,
provided that (i) a successor Special Servicer is (x) available, (y) reasonably
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)
willing to assume the obligations, responsibilities and covenants to be
performed hereunder by the applicable Special Servicer on substantially the same
terms and conditions, and for not more than equivalent compensation as that
herein provided, (ii) the successor Special Servicer has assets of at least
$15,000,000 and (iii) Rating Agency Confirmation is obtained with respect to
such resignation, as evidenced by a letter from each Rating Agency delivered to
the Trustee. Any costs of such resignation and of obtaining a replacement
Special Servicer shall be borne by the applicable Special Servicer and shall not
be an expense of the Trust.

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the applicable Special Servicer hereunder in form and
substance reasonably satisfactory to the Trustee.

            (d) Upon any resignation or termination of a Special Servicer, it
shall retain the right to receive any and all Work-Out Fees payable in respect
of (i) Mortgage Loans for which it acted as Special Servicer that became
Rehabilitated Mortgage Loans during the period that it acted as Special Servicer
and that were still Rehabilitated Mortgage Loans at the time of such resignation
or termination or (ii) any Specially Serviced Mortgage Loan for which such
Special Servicer has cured the event of default under such Specially Serviced
Mortgage Loan through a modification, restructuring or workout negotiated by
such Special Servicer and evidenced by a signed writing, but which had not as of
the time such Special Servicer was terminated, become a Rehabilitated Mortgage
Loan solely because it had not been a performing loan for 90 consecutive days
and which subsequently becomes a Rehabilitated Mortgage Loan as a result of the
loan being a performing loan for such 90 consecutive day period (and the
successor Special Servicer shall not be entitled to any portion of such Work-Out
Fees), in each case until such time (if any) as such Mortgage Loan again becomes
a Specially Serviced Mortgage Loan or are no longer included in the Trust or if
the related Mortgaged Property becomes an REO Property.

            Section 9.22  Assignment or Delegation of Duties by the Special
Servicers

            Each Special Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Special Servicer or Sub-Servicers
(as provided in Section 9.3) to perform and carry out any duties, covenants or
obligations to be performed and carried out by such Special Servicer hereunder
or (B) assign and delegate all of its duties hereunder to a single Person. In
the case of any such assignment and delegation in accordance with the
requirements of clause (A) of this Section, such Special Servicer shall not be
released from its obligations under this Agreement. In the case of any such
assignment and delegation in accordance with the requirements of clause (B) of
this Section, the applicable Special Servicer shall be released from its
obligations under this Agreement, except that such Special Servicer shall remain
liable for all liabilities and obligations incurred by it as such Special
Servicer hereunder prior to the satisfaction of the following conditions: (i)
such Special Servicer gives the Depositor, the applicable Master Servicer, the
Operating Adviser and the Trustee notice of such assignment and delegation; (ii)
such purchaser or transferee accepting such assignment and delegation executes
and delivers to the Depositor and the Trustee an agreement accepting such
assignment, which contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of such Special Servicer,
with like effect as if originally named as a party to this Agreement; (iii) the
purchaser or transferee has assets in excess of $15,000,000; (iv) such
assignment and delegation is the subject of a Rating Agency Confirmation; and
(v) the Depositor consents to such assignment and delegation, such consent not
be unreasonably withheld. Notwithstanding the above, a Special Servicer may
appoint Sub-Servicers in accordance with Section 9.39 hereof.

            Section 9.23  Limitation on Liability of the Special Servicers and
Others

            (a) Neither any Special Servicer nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of such Special Servicer shall be under any liability to the
Certificateholders or the Trustee for any action taken or for refraining from
the taking of any action in good faith and using reasonable business judgment,
consistent with the Servicing Standard; provided that this provision shall not
protect a Special Servicer or any such Person against any breach of a
representation or warranty contained herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder. The Special Servicers and any partner,
representative, Affiliate, member, manager, director, officer, employee or agent
of the Special Servicers may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person (including, without
limitation, the information and reports delivered by or at the direction of the
applicable Master Servicer or any partner, representative, Affiliate, member,
manager, director, officer, employee or agent of the applicable Master Servicer)
respecting any matters arising hereunder. A Special Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Specially Serviced Mortgage Loans in
accordance with this Agreement; provided that such Special Servicer may in its
sole discretion undertake any such action which it may reasonably deem necessary
or desirable in order to protect the interests of the Certificateholders and the
Trustee in the Specially Serviced Mortgage Loans. In such event, all legal
expenses and costs of such action (other than those that are connected with the
routine performance by a Special Servicer of its duties hereunder) shall be
expenses and costs of the Trust, and a Special Servicer shall be entitled to be
reimbursed therefor as provided by Section 5.2 hereof. Notwithstanding any term
in this Agreement, a Special Servicer shall not be relieved from the requirement
that it act in accordance with the Servicing Standard by virtue of taking any
action at the direction of the Operating Adviser and shall not be relieved from
liability otherwise imposed on the Special Servicers pursuant to Section 6.3 of
this Agreement.

            (b) In addition, a Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Special Servicer and conforming to the requirements
of this Agreement. Neither of the Special Servicers, nor any partner,
representative, Affiliate, member, manager, director, officer, employee or
agent, shall be personally liable for any error of judgment made in good faith
by any officer, unless it shall be proved that such Special Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Special
Servicers, nor any partner, representative, Affiliate, member, manager,
director, officer, employee or agent, shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement. A Special Servicer shall be entitled to rely on reports and
information supplied to it by the applicable Master Servicer and the related
Mortgagors and shall have no duty to investigate or confirm the accuracy of any
such report or information.

            (c) A Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the applicable Master Servicer or the Trustee in this Agreement. The
Trust shall indemnify and hold harmless such Special Servicer from any and all
claims, liabilities, costs, charges, fees or other expenses which relate to or
arise from any such breach of representation, warranty or covenant to the extent
such amounts are not recoverable from the party committing such breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Special Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document (in paper or electronic format) believed or in good
      faith believed by it to be genuine and to have been signed or presented by
      the proper party or parties;

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

            (iii) a Special Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Special Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in paper or
      electronic format) reasonably believed or in good faith believed by it to
      be genuine.

            (e) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of such Special
Servicer shall be indemnified by the applicable Master Servicer, the Trustee and
the Paying Agent, as the case may be, and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action or claim relating to the applicable Master
Servicer's, the Trustee's or the Paying Agent's, as the case may be, respective
willful misfeasance, bad faith or negligence in the performance of its
respective duties hereunder or by reason of negligent disregard by such Person
of its respective duties hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of such Special Servicer's duties hereunder or by reason of
negligent disregard of such Special Servicer's obligations and duties hereunder.
Each Special Servicer shall promptly notify the applicable Master Servicer, the
Trustee and the Paying Agent, if a claim is made by a third party entitling a
Special Servicer to indemnification hereunder, whereupon the applicable Master
Servicer, the Trustee or the Paying Agent, in each case, to the extent the claim
was made in connection with its willful misfeasance, bad faith or negligence,
shall assume the defense of any such claim (with counsel reasonably satisfactory
to such Special Servicer). Any failure to so notify the applicable Master
Servicer, the Trustee or the Paying Agent, shall not affect any rights a Special
Servicer may have to indemnification hereunder or otherwise, unless the interest
of the applicable Master Servicer, the Trustee or the Paying Agent is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of a Special
Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of such Special Servicer hereunder. Any payment hereunder
made by the applicable Master Servicer, the Trustee or the Paying Agent, as the
case may be, pursuant to this paragraph to the applicable Special Servicer shall
be paid from the applicable Master Servicer's, the Trustee's or the Paying
Agent's, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any
expenses incurred or indemnification payments made by the Trustee, the Paying
Agent or the applicable Master Servicer shall be reimbursed by the party so paid
if a court of competent jurisdiction makes a final judgment that the conduct of
the Trustee, the Paying Agent or the applicable Master Servicer, as the case may
be, was not culpable of willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or of negligent disregard of its
respective duties hereunder or the indemnified party is found to have acted with
willful misfeasance, bad faith or negligence.

            Section 9.24  Indemnification; Third-Party Claims

            (a) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of each such
Special Servicer shall be indemnified by the Trust, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action or claim relating to (i) this
Agreement, any Mortgage Loan, any REO Property or the Certificates or any
exercise of any right under this Agreement, and (ii) any action taken by such
Special Servicer in accordance with the instruction delivered in writing to such
Special Servicer by the Trustee or the applicable Master Servicer pursuant to
any provision of this Agreement, and such Special Servicer and each of its
partners, representatives, Affiliates, members, managers, directors, officers,
employees or agents shall in each case be entitled to indemnification from the
Trust for any loss, liability or expense (including attorneys' fees) incurred in
connection with the provision by such Special Servicer of any information
included by such Special Servicer in the report required to be provided by such
Special Servicer pursuant to this Agreement, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder. The applicable Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to such
Special Servicer) and the Trust shall pay, from amounts on deposit in the
applicable Certificate Account pursuant to Section 5.2, all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of such Special
Servicer. Any expenses incurred or indemnification payments made by the Trust
shall be reimbursed by such Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that such Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

            (b) Each Special Servicer agrees to indemnify the Trust, and the
Trustee, the Depositor, the applicable Master Servicer, the Paying Agent and any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person of the Trustee, the Depositor and the
applicable Master Servicer, and hold them harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that the Trust or the
Trustee, the Depositor, the Paying Agent or the applicable Master Servicer may
sustain arising from or as a result of the willful misfeasance, bad faith or
negligence in the performance of such Special Servicer's duties hereunder or by
reason of negligent disregard of such Special Servicer's obligations and duties
hereunder by such Special Servicer. The Trustee, the Depositor, the Paying Agent
or the applicable Master Servicer shall immediately notify such Special Servicer
if a claim is made by a third party with respect to this Agreement or the
Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the
Depositor, the Paying Agent or the applicable Master Servicer, as the case may
be, to indemnification hereunder, whereupon such Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Depositor, the Paying Agent or the applicable Master Servicer, as
the case may be) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
such Special Servicer shall not affect any rights the Trust or the Trustee, the
Depositor, the Paying Agent or the applicable Master Servicer may have to
indemnification under this Agreement or otherwise, unless Special Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of such Special Servicer, the Paying Agent or the
Trustee. Any expenses incurred or indemnification payments made by such Special
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of such
Special Servicer was not culpable of willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or of negligent
disregard of its respective duties hereunder or the indemnified party is found
to have acted with willful misfeasance, bad faith or negligence.

            (c) The initial applicable Special Servicer and the Depositor
expressly agree that the only information furnished by or on behalf of the
applicable Special Servicer for inclusion in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement is the information set forth in
the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master
Servicers and Special Servicers--Special Servicer" of the Preliminary Prospectus
Supplement and Final Prospectus Supplement.

            Section 9.25  Reserved

            Section 9.26  Special Servicers May Own Certificates

            A Special Servicer or any agent of such Special Servicer in its
individual capacity or in any other capacity may become the owner or pledgee of
Certificates with the same rights as it would have if they were not a Special
Servicer or such agent. Any such interest of a Special Servicer or such agent in
the Certificates shall not be taken into account when evaluating whether actions
of such Special Servicer are consistent with its obligations in accordance with
the Servicing Standard regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by such Special Servicer.

            Section 9.27  Tax Reporting

            The Special Servicers shall notify the Master Servicers of (i) any
abandoned Mortgaged Property, (ii) any foreclosure upon a Mortgaged Property or
(iii) any indebtedness that is forgiven, which require reporting to the IRS. The
Special Servicers shall provide the necessary information to the Master
Servicers to allow the Master Servicers to comply with the Mortgagor tax
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code
with respect to any Specially Serviced Mortgage Loan. The Special Servicers
shall provide to the Master Servicers copies of any such reports. The Master
Servicers shall forward such reports to the Trustee and the Paying Agent.

            Section 9.28  Application of Funds Received

            It is anticipated that the Master Servicers will be collecting all
payments with respect to the Mortgage Loans (other than payments with respect to
REO Income). If, however, a Special Servicer should receive any payments with
respect to any Mortgage Loan (other than REO Income), it shall, within two
Business Days 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), forward such payment (endorsed, if applicable, to the order of the
applicable Master Servicer) to the applicable Master Servicer. Such Special
Servicer shall notify the applicable Master Servicer of each such amount
received on or before the date required for the making of such deposit or
transfer, as the case may be, indicating the Mortgage Loan or Specially Serviced
Mortgage Loan to which the amount is to be applied and the type of payment made
by or on behalf of the related Mortgagor.

            Section 9.29  Compliance with REMIC Provisions and Grantor Trust
Provisions

            The Special Servicers shall act in accordance with this Agreement
and the provisions of the Code relating to REMICs in order to create or maintain
the status of any REMIC Pool as a REMIC under the Code or, as appropriate,
cooperate with the Trustee to adopt a plan of complete liquidation. The Special
Servicers shall not take any action or (A) cause any REMIC Pool to take any
action that would (i) endanger the status of any REMIC Pool as a REMIC or the
status of the Class EI/Class EI-L3 Grantor Trust or the Class A-3-1FL Grantor
Trust as a grantor trust 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 Section 860F(a)(2) of the Code or on
prohibited contributions pursuant to Section 860G(d) of the Code) or (B) cause
either the Class A-3-1FL Grantor Trust or Class EI/Class EI-L3 Grantor Trust to
take any action that could (i) endanger its status as a grantor trust or (ii)
result in the imposition of any tax upon the Class A-3-1FL Grantor Trust or
Class EI/Class EI-L3 Grantor Trust unless the Master Servicers and the Trustee
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Special
Servicers shall comply with the provisions of Article XII hereof.

            Section 9.30  Termination

            (a) The obligations and responsibilities of the Special Servicers
created hereby (other than the obligation of such Special Servicers to make
payments to the applicable Master Servicer as set forth in Section 9.28 and the
obligations of such Special Servicers pursuant to Sections 9.8 and 9.24 hereof)
shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to Special Servicers that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively and (iii) the effective date of any resignation
of a Special Servicer effected pursuant to and in accordance with Section 9.21
or delegation of such Special Servicer's duties pursuant to clause B of Section
9.22 (but only to the extent specifically set forth in Section 9.22).

            (b) The Trustee may terminate a Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the applicable Master Servicer, the Paying Agent or the
Depositor within one Business Day following the date such amount was required to
have been remitted under the terms of this Agreement, (ii) such Special Servicer
has failed to deposit into any account any amount required to be so deposited or
remitted under the terms of this Agreement which failure continues unremedied
for one Business Day following the date on which such deposit or remittance was
first required to be made; (iii) such Special Servicer has failed to duly
observe or perform in any material respect any of the other covenants or
agreements of such Special Servicer set forth in this Agreement, and such
Special Servicer has failed to remedy such failure within thirty (30) days after
written notice of such failure, requiring the same to be remedied, shall have
been given to such Special Servicer by the Depositor or the Trustee, provided,
however, that if such Special Servicer certifies to the Trustee and the
Depositor that such Special Servicer is in good faith attempting to remedy such
failure, and the Certificateholders would not be affected thereby, such cure
period will be extended to the extent necessary to permit such Special Servicer
to cure such failure; provided, however, that such cure period may not exceed 90
days; (iv) such Special Servicer has made one or more false or misleading
representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates and has failed to cure such breach within
thirty (30) days after notice of such breach, requiring the same to be remedied,
shall have been given to such Special Servicer by the Depositor or the Trustee,
provided, however, that if such Special Servicer certifies to the Trustee and
the Depositor that such Special Servicer is in good faith attempting to remedy
such failure, such cure period may be extended to the extent necessary to permit
such Special Servicer to cure such failure; provided, however, that such cure
period may not exceed 90 days; (v) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against such
Special Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; (vi) such Special Servicer
shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to such
Special Servicer or of or relating to all or substantially all of its property;
(vii) such Special Servicer thereof shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing;
(viii) a Servicing Officer of the Special Servicer obtains actual knowledge that
Moody's has (a) qualified, downgraded or withdrawn any rating then assigned by
it to any class of certificates, or (b) placed any class of certificates on
"watch status" in contemplation of possible rating downgrade or withdrawal (and
that "watch status" placement has not have been withdrawn by it within 60 days
of such Servicing Officer obtaining such knowledge), and, in either case, cited
servicing concerns with the Special Servicer as the sole or a material factor in
such rating action or (ix) such special servicer is no longer listed on S&P's
Select Servicer List as a U.S. Commercial Mortgage Special Servicer and is not
reinstated to such status within 60 days. Such termination shall be effective on
the date after the date of any of the above events that the Trustee specifies in
a written notice to such Special Servicer specifying the reason for such
termination. The Operating Adviser shall have the right to appoint a successor
if the Trustee terminates the Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate a Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of such terminated Special Servicer specified in this Agreement; and
provided, further, that the Trustee shall have received Rating Agency
Confirmation from each Rating Agency prior to the termination of such Special
Servicer. A Special Servicer shall not be terminated pursuant to this subsection
(c) until a successor Special Servicer shall have been appointed. The Operating
Adviser shall pay any costs and expenses incurred by the Trust in connection
with the removal and appointment of a Special Servicer (unless such removal is
based on any of the events or circumstances set forth in Section 9.30(b)). The
Special Servicer being terminated shall execute and deliver such document
acknowledging its termination as may be reasonably required by any Rating
Agency.

            Section 9.31  Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i)(B) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the applicable Special Servicer to the
Trustee and the Paying Agent no later than the later of (i) five Business Days
after the liquidation of the last REO Property 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 applicable Special Servicer (other
than the rights and duties of the applicable Special Servicer pursuant to
Sections 9.8, 9.21, 9.23 and 9.24 hereof) shall terminate and the applicable
Special Servicer shall transfer to the applicable Master Servicer the amounts
remaining in each REO Account and shall thereafter terminate each REO Account
and any other account or fund maintained with respect to the Specially Serviced
Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of such Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided that in no event shall the termination of such Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded such Special Servicer as successor Special Servicer, notified such
Special Servicer of such designation, and such successor Special Servicer shall
have assumed such Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed such Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of a Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicers, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
Each Special Servicer agrees to cooperate with the Trustee in effecting the
termination of a Special Servicer's responsibilities and rights hereunder as
Special Servicer including, without limitation, providing the Trustee all
documents and records in electronic or other form reasonably requested by it to
enable the successor Special Servicer designated by the Trustee to assume such
Special Servicer's functions hereunder and to effect the transfer to such
successor for administration by it of all amounts which shall at the time be or
should have been deposited by the applicable Special Servicer in the applicable
REO Account and any other account or fund maintained or thereafter received with
respect to the Specially Serviced Mortgage Loans.

            Section 9.32  Certain Special Servicer Reports

            (a) The Special Servicers, for each Specially Serviced Mortgage
Loan, shall provide to the applicable Master Servicer by 2:00 p.m. (New York
time) on the date that is one Business Day after the Determination Date for each
month, the CMSA Special Servicer Loan File in such electronic format as is
mutually acceptable to each applicable Master Servicer and each applicable
Special Servicer and in CMSA format. The applicable Master Servicer may use such
reports or information contained therein to prepare its reports and such Master
Servicer may, at its option, forward such reports directly to the Depositor and
the Rating Agencies.

            (b) The Special Servicers shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the applicable Master
Servicer no later than the tenth Business Day following such Final Recovery
Determination.

            (c) The Special Servicers shall provide to the applicable Master
Servicer or the Paying Agent at the reasonable request in writing of such Master
Servicer or the Paying Agent, any information in its possession with respect to
the Specially Serviced Mortgage Loans which the applicable Master Servicer or
Paying Agent, as the case may be, shall require in order for the applicable
Master Servicer or the Paying Agent to comply with its obligations under this
Agreement; provided that the applicable Special Servicer shall not be required
to take any action or provide any information that the applicable Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder. The applicable Master Servicer shall
provide the applicable Special Servicer at the reasonable request of the
applicable Special Servicer any information in its possession with respect to
the Mortgage Loans which such Special Servicer shall require in order for such
Special Servicer to comply with its obligations under this Agreement.

            (d) Not later than 20 days after each Special Servicer Remittance
Date, the applicable Special Servicer shall forward to the applicable Master
Servicer a statement setting forth the status of each REO Account as of the
close of business on such Special Servicer Remittance Date, stating that all
remittances required to be made by it as required by this Agreement to be made
by such Special Servicer have been made (or, if any required distribution has
not been made by such Special Servicer, specifying the nature and status
thereof) and showing, for the period from the day following the preceding
Special Servicer Remittance Date to such Special Servicer Remittance Date, the
aggregate of deposits into and withdrawals from each REO Account for each
category of deposit specified in Section 5.1 of this Agreement and each category
of withdrawal specified in Section 5.2 of this Agreement.

            (e) With respect to Specially Serviced Mortgage Loans, the Special
Servicers shall use reasonable efforts to obtain and, to the extent obtained, to
deliver electronically to the Master Servicers (subject to Section 8.14 herein),
the Paying Agent, the Rating Agencies and the Operating Adviser, on or before
April 15 of each year, commencing with April 15, 2006, (i) copies of the prior
year operating statements and, except with respect to the Co-op Loans, quarterly
statements, if available, for each Mortgaged Property underlying a Specially
Serviced Mortgage Loan or REO Property as of its fiscal year end, provided that
either the related Mortgage Note or Mortgage requires the Mortgagor to provide
such information, or if the related Mortgage Loan has become an REO Property,
(ii) a copy of the most recent rent roll with respect to Mortgage Loans other
than Co-op Mortgage Loans, available for each Mortgaged Property, and (iii) a
table, setting forth the Debt Service Coverage Ratio and occupancy with respect
to each Mortgaged Property covered by the operating statements delivered above.

            (f) The Special Servicers shall deliver to the applicable Master
Servicers, the Depositor, the Paying Agent and the Trustee all such other
information with respect to the Specially Serviced Mortgage Loans at such times
and to such extent as the applicable Master Servicers, the Trustee, the Paying
Agent or the Depositor may from time to time reasonably request; provided,
however, that the applicable Special Servicer shall not be required to produce
any ad hoc non-standard written reports with respect to such Mortgage Loans
except if any Person (other than the Paying Agent or the Trustee) requesting
such report pays a reasonable fee to be determined by the applicable Special
Servicer.

            (g) The applicable Special Servicer shall deliver electronically a
written Inspection Report of each Specially Serviced Mortgage Loan in accordance
with Section 9.4(b) to the Operating Adviser.

            (h) Notwithstanding anything to the contrary herein, as a condition
to each Special Servicer making any report or information available upon request
to any Person other than the parties hereto or any Operating Adviser, such
Special Servicer may require that the recipient of such information acknowledge
that such Special Servicer may contemporaneously provide such information to the
Depositor, the Trustee, the Paying Agent, the Master Servicers, the Primary
Servicer, the Sellers, the Placement Agent, any Underwriter, any Rating Agency,
and/or the Certificateholders or Certificate Owners, as applicable. Any
transmittal of information by a Special Servicer to any Person other than the
Trustee, the Paying Agent, the Master Servicers, any Primary Servicer, the
Rating Agencies, the Operating Adviser or the Depositor may be accompanied by a
letter from the applicable Special 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 2005-IQ10 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."

            Section 9.33  Special Servicers to Cooperate with the Master
Servicers and Paying Agent

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

            (b) The Special Servicers shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall not be an expense of the Trust:

            (i) whether the foreclosure of a Mortgaged Property relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if a Special Servicer elects to proceed with a foreclosure,
      whether a deficiency judgment should or should not be sought because the
      likely recovery will or will not be sufficient to warrant the cost, time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale" clause
      or "due-on-encumbrance" (other than with respect to a Mortgage Loan that
      is a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
      Conditions have been satisfied) clause contained in a Mortgage Loan or a
      Specially Serviced Mortgage Loan is in the best economic interest of the
      Trust;

            (iv) in connection with entering into an assumption agreement from
      or with a Person to whom a Mortgaged Property securing a Specially
      Serviced Mortgage Loan has been or is about to be conveyed, or to release
      the original Mortgagor from liability upon a Specially Serviced Mortgage
      Loan and substitute a new Mortgagor, and whether the credit status of the
      prospective new Mortgagor is in compliance with the applicable Special
      Servicer's regular commercial mortgage origination or servicing standard;

            (v) in connection with the foreclosure on a Specially Serviced
      Mortgage Loan secured by a Mortgaged Property which is not in compliance
      with CERCLA, or any comparable environmental law, whether it is in the
      best economic interest of the Trust to bring the Mortgaged Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed modification (which shall include
      any proposed release, substitution or addition of collateral), extension,
      waiver (except a waiver with respect to immaterial covenants, Late Fees or
      default interest), amendment, discounted payoff or sale of a Mortgage
      Loan, prepare a summary of such proposed action and an analysis of whether
      or not such action is reasonably likely to produce a greater recovery on a
      present value basis than liquidation of such Mortgage Loan; such analysis
      shall specify the basis on which the applicable Special Servicer made such
      determination, including the status of any existing material default or
      the grounds for concluding that a payment default is imminent.

            Section 9.34  Reserved

            Section 9.35  Reserved

            Section 9.36  Sale of Defaulted Mortgage Loans

            (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class and the applicable Special Servicer (each in
such capacity, together with any assignee, the "Option Holder") shall, in that
order, have the right, at its option (the "Option"), to purchase a Mortgage Loan
from the Trust at a price equal to the Option Purchase Price upon receipt of
notice from the applicable Special Servicer that such Mortgage Loan has become
at least 60 days delinquent as to any monthly debt service payment (or is 90
days delinquent as to its Balloon Payment). The Option is exercisable, subject
to the related Seller's right (after receiving notice from the Trustee that an
Option Holder intends to exercise its Option) set forth in Section 2.3 to first
repurchase such Mortgage Loan, from that date until terminated pursuant to
clause (e) below, and during that period the Option shall be exercisable in any
month only during the period from the 10th calendar day of such month through
the 25th calendar day, inclusive, of such month. The Trustee on behalf of the
Trust shall be obligated to sell such Mortgage Loan upon the exercise of the
Option (whether exercised by the original holder thereof or by a holder that
acquired such Option by assignment), but shall have no authority to sell such
Mortgage Loan other than in connection with the exercise of an Option (or in
connection with a repurchase of a Mortgage Loan under Article II, an optional
termination pursuant to Section 10.1 or a qualified liquidation of the REMIC
Pools). Any Option Holder that exercises the Option shall be required to
purchase the applicable Mortgage Loan within 4 Business Days following such
exercise. If any Option Holder desires to waive its right to exercise the
Option, then it shall so notify the Trustee in writing, and the Trustee shall
promptly notify the next party eligible to hold the Option set forth above of
its rights hereunder. Any of the other parties eligible to hold the Option set
forth above may at any time notify the Trustee in writing of its desire to
exercise the Option, and the Trustee shall promptly notify the current Option
Holder (and the other parties eligible to hold the Option). If the Option Holder
neither (i) exercises the Option nor (ii) surrenders its right to exercise the
Option within 3 Business Days of its receipt of that notice, then the Option
Holder's right to exercise the Option shall lapse, and the Trustee shall
promptly notify the next party eligible to hold the Option (and the other
parties eligible to hold the Option) of its rights thereunder.

            (b) The "Option Purchase Price" shall be an amount equal to the fair
value of the related Mortgage Loan, as determined by the applicable Special
Servicer upon the request of any holder of the Option. The reasonable,
out-of-pocket expenses of each Special Servicer incurred in connection with any
such determination of the fair value of a Mortgage Loan shall be payable and
reimbursed to such Special Servicer as an expense of the Trust. Prior to the
applicable Special Servicer's determination of fair value referred to above, the
fair value of a Mortgage Loan shall be deemed to be an amount equal to the
Purchase Price plus (i) any prepayment penalty or yield maintenance charge then
payable upon the prepayment of such Mortgage Loan and (ii) the reasonable fees
and expenses of the applicable Special Servicer, the applicable Master Servicer
and the Trustee incurred in connection with the sale of the Mortgage Loan. The
applicable Special Servicer shall determine the fair value of a Mortgage Loan on
the later of (A) as soon as reasonably practical upon the Mortgage Loan becoming
60 days delinquent or upon the Balloon Payment becoming delinquent and (B) the
date that is 75 days after the applicable Special Servicer's receipt of the
Servicer Mortgage File relating to such Mortgage Loan, and such Special Servicer
shall promptly notify the Option Holder (and the Trustee and each of the other
parties set forth above that could become the Option Holder) of the Option
Purchase Price. The applicable Special Servicer is required to recalculate the
fair value of the Mortgage Loan if there has been a material change in
circumstances or the applicable Special Servicer has received new information
(including the receipt of a third party bid to purchase the Option), either of
which has a material effect on the fair value, provided that such Special
Servicer shall be required to recalculate the fair value of the Mortgage Loan if
the time between the date of last determination of the fair value of the
Mortgage Loan and the date of the exercise of the Option has exceeded 60 days.
Upon any recalculation, the applicable Special Servicer shall be required to
promptly notify in writing each Option Holder (and the Trustee and each of the
other parties set forth above that could become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the applicable Special Servicer shall take into account, among other
factors, the results of any Appraisal or updated Appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; any views on fair value expressed by Independent
investors in mortgage loans comparable to the Mortgage Loan (provided that the
applicable Special Servicer shall not be obligated to solicit such views); the
period and amount of any delinquency on the affected Mortgage Loan; whether to
the applicable Special Servicer's actual knowledge, the Mortgage Loan is in
default to avoid a prepayment restriction; the physical condition of the related
Mortgaged Property; the state of the local economy; the expected recoveries from
the Mortgage Loan if the applicable Special Servicer were to pursue a workout or
foreclosure strategy instead of the Option being exercised; and the Trust's
obligation to dispose of any REO Property as soon as practicable consistent with
the objective of maximizing proceeds for all Certificateholders, but in no event
later than the three-year period (or such extended period) specified in Section
9.15.

            (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of notice from the applicable Special Servicer that an Option is exercisable
with respect to a specified Mortgage Loan, and upon such assignment such third
party shall have all of the rights granted to the Option Holder hereunder in
respect of the Option. Such assignment shall only be effective upon written
notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the applicable Master Servicer and
the applicable Special Servicer, and none of such parties shall be obligated to
recognize any entity as an Option Holder absent such notice.

            (d) If the applicable Special Servicer, the holder of Certificates
representing the greatest percentage interest in the Controlling Class or an
Affiliate of either thereof elects to exercise the Option, the Trustee shall be
required to determine whether the Option Purchase Price constitutes a fair price
for the Mortgage Loan. Upon request of the applicable Special Servicer to make
such a determination, the Trustee will do so within a reasonable period of time
(but in no event more than 15 Business Days). In doing so, the Trustee may rely
on the opinion of an Appraiser or other expert in real estate matters retained
by the Trustee at the expense of the party exercising the Option. The Trustee
may also rely on the most recent Appraisal of the related Mortgaged Property
that was prepared in accordance with this Agreement. If the Trustee were to
determine that the Option Purchase Price does not constitute a fair price, then
the applicable Special Servicer shall redetermine the fair value taking into
account the objections of the Trustee.

            (e) The Option shall terminate, and shall not be exercisable as set
forth in clause (a) above (or if exercised, but the purchase of the related
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if the Mortgage Loan to which it relates is no longer delinquent as
set forth above because the Mortgage Loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a work-out arrangement, (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off) or (iv) been purchased by the related Seller pursuant to Section 2.3.

            (f) Unless and until an Option Holder exercises an Option, the
applicable Special Servicer shall continue to service and administer the related
Mortgage Loan in accordance with the Servicing Standard and this Agreement, and
shall pursue such other resolution or recovery strategies, including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

            Section 9.37  Operating Adviser; Elections

            (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser with respect to Specially
Serviced Mortgage Loans (the "Operating Adviser"). The Operating Adviser shall
be elected for the purpose of receiving reports and information from the Special
Servicers in respect of the Specially Serviced Mortgage Loans.

            (b) The initial Operating Adviser is JER Investors Trust Inc. The
Controlling Class shall give written notice to the Trustee, the Paying Agent and
the applicable Master Servicer of the appointment of any subsequent Operating
Adviser (in order to receive notices hereunder). If a subsequent Operating
Adviser is not so appointed, an election of an Operating Adviser also shall be
held. Notice of the meeting of the Holders of the Controlling Class shall be
mailed or delivered to each Holder by the Paying Agent, not less than 10 nor
more than 60 days prior to the meeting. The notice shall state the place and the
time of the meeting, which may be held by telephone. A majority of Certificate
Balance of the Certificates of the then Controlling Class, present in person or
represented by proxy, shall constitute a quorum for the nomination of an
Operating Adviser. At the meeting, each Holder shall be entitled to nominate one
Person to act as Operating Adviser. The Paying Agent shall cause the election of
the Operating Adviser to be held as soon thereafter as is reasonably
practicable.

            (c) Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Operating Adviser. The voting in
each election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall not
be required to recognize any Person as an Operating Adviser until the Operating
Adviser provides the Paying Agent with written confirmation of its acceptance of
such appointment, written confirmation that it will keep confidential all
information received by it as Operating Adviser hereunder or otherwise with
respect to the Certificates, the Trust and/or this Agreement, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
The Paying Agent hereby recognizes JER Investors Trust Inc. as the initial
Operating Adviser. The Paying Agent shall promptly notify the Trustee of the
identity of the Operating Adviser. The Trustee shall promptly deliver such
information to the Master Servicers and the Special Servicers. The Master
Servicers and the Special Servicers shall not be required to recognize any
Person as an Operating Adviser until such information has been delivered by the
Trustee. In the event that an Operating Adviser shall have resigned or been
removed and a successor Operating Adviser shall not have been elected, there
shall be no Operating Adviser.

            (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

            (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that a Special Servicer
has been elected as Operating Adviser or no Operating Adviser has been elected,
(i) such Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than a Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
applicable Special Servicer.

            Section 9.38  Limitation on Liability of Operating Adviser

            The Operating Adviser shall have no liability to the Trust, the
Depositor, the Master Servicers, the Special Servicers, the Trustee, the Paying
Agent or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith and using reasonable business judgment
pursuant to this Agreement. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.

            Section 9.39  Rights of Operating Adviser

            (a) Notwithstanding anything to the contrary herein, including but
not limited to Article 8 hereof, the Operating Adviser will receive notice of
and may advise each Special Servicer with respect to the following actions of
such Special Servicer with respect to any Mortgage Loan:

            (i) any proposed modification of a Money Term of a Mortgage Loan
      other than an extension of the original maturity date for 2 years or less;

            (ii) with respect to notice only, any proposed sale of a Defaulted
      Mortgage Loan, pursuant to Section 9.36;

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

            (iv) any acceptance of substitute or additional collateral for a
      Mortgage Loan not expressly required under such Mortgage Loan (except with
      respect to a Defeasance Loan);

            (v) any waiver of a "due on-sale" or "due on-encumbrance" clause
      (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB
      Subordinate debt Conditions have been satisfied);

            (vi) any acceptance of an assumption agreement; and

            (vii) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of or upon satisfaction of
      such Mortgage Loan).

            (b) In addition, notwithstanding anything to the contrary herein,
including but not limited to Article 8 hereof, the Operating Adviser shall have
the right to approve any of the following actions by the Special Servicer:

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisition of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any acceptance of a discounted payoff; and

            (iii) any release of "earn out" or performance reserves listed on
      Schedule XI hereof, on deposit in an Escrow Account, other than where such
      release does not require the consent of the lender.

            In the event that the applicable Special Servicer determines that
immediate action is necessary to protect the interests of the
Certificateholders, the applicable Special Servicer may take any such action
without waiting for the Operating Adviser's advice or approval. No advice or
approval or lack of approval of the Operating Adviser may (and each Special
Servicer shall ignore and act without regard to any such advice or approval or
lack of approval that such Special Servicer has determined, in its reasonable,
good faith judgment, would) (A) require or cause such Special Servicer to
violate applicable law, the terms of any Mortgage Loan or any other Section of
this Agreement, including such Special Servicer's obligation to act in
accordance with the Servicing Standard, (B) result in Adverse REMIC Event with
respect to any REMIC Pool, (C) endanger the status of the Class A-3-1FL Grantor
Trust or the Class EI/Class EI-L3 Grantor Trust as a grantor trust, (D) expose
the Trust, the Depositor, a Master Servicer, a Special Servicer, the Trustee or
any of their respective Affiliates, members, managers, partners,
representatives, officers, directors, employees or agents, to any material
claim, suit or liability, or (E) expand the scope of a Master Servicer's or
Special Servicer's responsibilities under this Agreement.

            Any notices required to be delivered to the Special Servicer with
respect to items (i) through (vii) of subsection (a) above and items (i) through
(iii) of subsection (b) above by any other party to this Agreement shall be
simultaneously delivered to the Operating Adviser. With respect to items (v),
(vi) and (vii) of subsection (a) above, the Operating Adviser shall be subject
to the same time periods for advising a Special Servicer with respect to any
such matters as are afforded to a Special Servicer pursuant to Section 8.7,
which periods shall be co-terminus with those of such Special Servicer. The
applicable Special Servicer shall provide the Operating Adviser with its
recommendations with respect to the matters set forth in both (a) and (b) above
within 5 Business Days of such Special Servicer's receipt of notice thereof. In
addition, the Operating Adviser may direct the Trustee to remove the applicable
Special Servicer at any time upon the appointment and acceptance of such
appointment by a successor to the applicable Special Servicer; provided that,
prior to the effectiveness of any such appointment, the Trustee and the Paying
Agent shall have received Rating Agency Confirmation from each Rating Agency.
The Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of an applicable Special Servicer
(unless such removal is based on any of the events or circumstances set forth in
Section 9.30(b)). The Trustee shall notify the Paying Agent promptly upon its
receipt of the direction set forth above. Notwithstanding any other provision in
this Agreement, the Operating Adviser shall have the right to appoint a
sub-operating adviser with respect to any particular Mortgage Loan. Such
sub-operating adviser shall have the right, subject to Rating Agency
confirmation, to appoint, or serve as, the Special Servicer with respect to such
Mortgage Loan. All references in this Agreement to the "Operating Adviser" and
the "Special Servicer" shall refer to the sub-operating adviser or the special
servicer appointed by the sub-operating adviser, as applicable; provided,
however, that such Special Servicer shall not have any advancing obligations
with respect to such Mortgage Loans.


                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1  Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans

            (a) The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent, to
make payments to the Class R-I Certificateholders, the Class R-II
Certificateholders and the REMIC III Certificateholders, as set forth in Section
10.2 and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of
all REO Property (and final distribution to the Certificateholders), (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b), (iii)
the termination of the Trust pursuant to Section 10.1(c) or (iv) the transfer of
the property held in the Trust in accordance with Section 10.1(d); provided that
in no event shall the Trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.

            (b) The General Master Servicer shall give the Trustee and the
Paying Agent notice of the date when the aggregate Principal Balance of the
Mortgage Loans, after giving effect to distributions of principal made on the
next Distribution Date, is less than or equal to 1% of the initial Aggregate
Certificate Balance of the Certificates as of the Closing Date. In order to make
such determination, the NCB Master Servicer shall inform the General Master
Servicer (which may be through providing the General Master Servicer access to
the NCB Master Servicer's website) of the Principal Balance of the Co-op
Mortgage Loans on a monthly basis, or at an accelerated interval as requested by
the General Master Servicer of the NCB Master Servicer. The Paying Agent shall
promptly forward such notice to the Trustee, the Depositor, the Holder of a
majority of the Controlling Class, the Master Servicers, the Special Servicers,
NCB, FSB (if it is not then a Master Servicer) and the Holders of the Class R-I
Certificates; and the Holder of a majority of the Controlling Class, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer, the
Co-op Special Servicer and the Holders of the Class R-I Certificates, in such
priority (and in the case of the Class R-I Certificateholders, a majority of the
Class R-I Certificateholders), may purchase, in whole only, the Mortgage Loans
and any other property, if any, remaining in the Trust, provided, that if any
Holder of a majority of the Controlling Class, the Co-op Special Servicer, the
General Master Servicer, the NCB Master Servicer (if not then NCB, FSB), the
General Special Servicer or the Holders of the Class R-I Certificates makes such
an election, then NCB, FSB will have the option, by giving written notice to the
other parties hereto no later than 30 days prior to the anticipated date of
purchase, to purchase all of the NCB, FSB Loans and each related REO Property
remaining in the Trust, and the other party will then have the option to
purchase only the remaining Mortgage Loans and each related REO Property. 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 and NCB, FSB (if it
is not then a Master Servicer). If any party that has been provided notice by
the Trustee (excluding the Depositor) notifies the Trustee within ten Business
Days after receiving notice of the proposed purchase that it wishes to purchase
the assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the applicable Master Servicer
for the benefit of the Holder of the majority of the Class R-I Certificates, the
applicable Special Servicer or the applicable Master Servicer, as the case may
be, the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon
(other than any accrued and unpaid interest thereon that has been the subject of
an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master
Servicing Fee Rate if a Master Servicer is the purchaser), with respect to the
Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection
Period with respect to which such purchase occurs, plus unreimbursed Advances
and interest on such unreimbursed Advances at the Advance Rate, and the fair
market value of any other property remaining in REMIC I. The Trustee shall
consult with the Placement Agent and the Underwriters or their respective
successors, as advisers, in order for the Trustee to determine whether the fair
market value of the property constituting the Trust has been offered; provided
that, if the Placement Agent or any Underwriter or an Affiliate of the Placement
Agent or the Underwriters is exercising its right to purchase the Trust assets,
the Trustee shall consult with the Operating Adviser in order for the Trustee to
determine the fair market value, provided that the Operating Adviser is not an
Affiliate of the Class R-I Holder, a Special Servicer or a Master Servicer, or
the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicers or the Master Servicers, as the case may be, must deliver to the
Trustee an Opinion of Counsel, which shall be at the expense of such Holders,
the Special Servicers or the Master Servicers, as the case may be, stating that
such termination will be a "qualified liquidation" under Section 860F(a)(4) of
the Code. Such purchase shall be made in accordance with Section 10.3.

            (c) If at any time the Holders of the Class R-I Certificates own
100% of the REMIC III Certificates, the Class A-3-1FL Certificates, the Class EI
Certificates and the Class EI-L3 Certificates, such Holders may terminate REMIC
I (which will in turn result in the termination of REMIC II and REMIC III), the
Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust upon (i)
the delivery to the Trustee and the Depositor of an Opinion of Counsel (which
opinion shall be at the expense of such Holders) stating that such termination
will be a "qualified liquidation" of each REMIC Pool under Section 860F of the
Code, and (ii) the payment of any and all costs associated with such
termination. Such termination shall be made in accordance with Section 10.3.

            (d) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-1A, Class A-2, Class A-3-1, Class A-3-2, Class A-AB,
Class A-4A, Class A-4B, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G and Class H Certificates and the Class A-3-1FL Regular Interest is
reduced to zero, the Sole Certificateholder shall have the right to exchange all
of its Certificates (other than the Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust as contemplated by
clause (iv) of Section 10.1(a) by giving written notice to all the parties
hereto no later than 60 days prior to the anticipated date of exchange and upon
the delivery to the Trustee and the Depositor of an Opinion of Counsel (which
opinion shall be at the expense of such Sole Certificateholders) stating that
such exchange will be a "qualified liquidation" of each REMIC Pool under Section
860F of the Code. In the event that the Sole Certificateholder elects to
exchange all of its Certificates (other than the Residual Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust in accordance
with the preceding sentence, such Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the Certificate Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer, the
Co-op Special Servicer and the Trustee hereunder through the date of the
liquidation of the Trust that may be withdrawn from the Certificate Account, or
an escrow account acceptable to the respective parties hereto or that may be
withdrawn from the Distribution Accounts pursuant to this Agreement but only to
the extent that such amounts are not already on deposit in the Certificate
Account. Upon confirmation that such final deposits have been made and following
the surrender of all its Certificates (other than the Residual Certificates) on
such Distribution Date, the Trustee shall, upon receipt of a Request for Release
from the General Master Servicer and the NCB Master Servicer, if applicable,
release or cause to be released to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust, and the Trust shall be
liquidated in accordance with Section 10.2. For federal income tax purposes, the
Sole Certificateholder shall be deemed to have purchased the assets of REMIC I,
the Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust, to
the extent then outstanding, for an amount equal to the remaining Certificate
Balance of its Certificates (other than the Residual Certificates), plus
accrued, unpaid interest with respect thereto, and the Trustee shall credit such
amounts against amounts distributed in respect of such Certificates. The
remaining Mortgage Loans and REO Properties are deemed distributed to the Sole
Certificateholder in liquidation of the Trust pursuant to Section 10.2.

            (e) Upon the termination of the Trust, any funds or other property
held by the Class A-3-1FL Grantor Trust shall be distributed to the Holders of
the Class A-3-1FL Regular Interest, any Excess Interest held by the Class
EI/Class EI-L3 Grantor Trust shall be distributed to the Class EI
Certificateholders, on a pro rata basis, and any Additional L-3 Interest held by
the Class EI/Class EI-L3 Grantor Trust shall be distributed to the Class EI-L3
Certificateholders, on a pro rata basis.

            Section 10.2  Procedure Upon Termination of Trust

            (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Swap Counterparty, the Class R-I, Class
R-II, REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificateholders
mailed no later than ten days prior to the date of such termination. Such notice
shall specify (A) the Distribution Date upon which final distribution on the
Class R-I, Class R-II, REMIC Regular, Class A-3-1FL Class EI and Class EI-L3
Certificates will be made, and upon presentation and surrender of the Class R-I,
Class R-II, REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificates
at the office or agency of the Certificate Registrar therein specified, and (B)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, distribution being made only upon presentation and surrender of the
Class R-I, Class R-II, REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II, REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3
Certificates. Upon any such termination, the duties of the Certificate Registrar
with respect to the Class R-I, Class R-II, REMIC Regular, Class A-3-1FL, Class
EI and Class EI-L3 Certificates shall terminate and the Trustee shall terminate,
or request the Master Servicers and the Paying Agent to terminate, the
Certificate Accounts and the Distribution Account and any other account or fund
maintained with respect to the Certificates, subject to the Paying Agent's
obligation hereunder to hold all amounts payable to the Class R-I, Class R-II,
REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificateholders in
trust without interest pending such payment.

            (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II, REMIC Regular, Class A-3-1FL,
Class EI and Class EI-L3 Certificates for cancellation within three months after
the time specified in the above-mentioned written notice, the Certificate
Registrar shall give a second written notice to the remaining Class R-I, Class
R-II, REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificateholders
to surrender their certificates evidencing the Class R-I, Class R-II, REMIC
Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificates for cancellation
and receive the final distribution with respect thereto. If within one year
after the second notice any Class R-I, Class R-II, REMIC Regular, Class A-3-1FL,
Class EI and Class EI-L3 Certificates shall not have been surrendered for
cancellation, the Certificate Registrar may take appropriate steps to contact
the remaining Class R-I, Class R-II, REMIC Regular, Class A-3-1FL, Class EI and
Class EI-L3 Certificateholders concerning surrender of such certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any such Class R-I, Class R-II,
REMIC Regular, Class A-3-1FL, Class EI and Class EI-L3 Certificates shall not
have been surrendered for cancellation, the Paying Agent shall, subject to
applicable state law relating to escheatment, hold all amounts distributable to
such Holders for the benefit of such Holders. No interest shall accrue on any
amount held by the Trustee and not distributed to a Class R-I, Class R-II, REMIC
Regular, Class A-3-1FL, Class EI or Class EI-L3 Certificateholder due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section. Any money held by
the Paying Agent pending distribution under this Section 10.2 after 90 days
after the adoption of a plan of complete liquidation shall be deemed for tax
purposes to have been distributed from the REMIC Pools, the Class A-3-1FL
Grantor Trust and the Class EI/Class EI-L3 Grantor Trust and shall be
beneficially owned by the related Holder.

            Section 10.3  Additional Trust Termination Requirements

            (a) The Trust and each REMIC Pool shall be terminated in accordance
with the following additional requirements, unless at the request of a Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of such Master Servicer or the Class R-I Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Paying Agent to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

            (i) Within 89 days prior to the time of the making of the final
      payment on the REMIC III, Class A-3-1FL, Class EI and Class EI-L3
      Certificates the Trustee shall prepare and (on behalf of REMIC I, REMIC II
      and REMIC III) shall adopt a plan of complete liquidation of each REMIC
      Pool, meeting the requirements of a qualified liquidation under the REMIC
      Provisions, which plan need not be in any special form and the date of
      which, in general, shall be the date of the notice specified in Section
      10.2(a) and shall be specified in a statement attached to the final
      federal income tax return of each REMIC Pool;

            (ii) At or after the date of adoption of such a plan of complete
      liquidation and at or prior to the time of making of the final payment on
      the REMIC III, Class A-3-1FL, Class EI and Class EI-L3 Certificates, the
      Trustee shall sell all of the assets of the Trust for cash at the
      Termination Price; provided that if the Holders of the Class R-I
      Certificates are purchasing the assets of the Trust, the amount to be paid
      by such Holders may be paid net of the amount to be paid to such Holders
      as final distributions on any Certificates held by such Holders;

            (iii) At the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, (A) to the Holders of the Class R-I Certificates
      all assets of REMIC I remaining after such final payment of the REMIC I
      Regular Interests, (B) to the Holders of the Class R-II Certificates all
      remaining assets of REMIC II after such final payment of the REMIC II
      Regular Interests and (C) to the Holders of the Class R-III Certificates
      all remaining assets of REMIC III (in each case other than cash retained
      to meet claims), and the Trust shall terminate at that time; and

            (iv) In no event may the final payment on the REMIC I Regular
      Interests, REMIC II Regular Interests, REMIC Regular Certificates and the
      Class A-3-1FL Regular Interest or the final distribution or credit to the
      Holders of the Residual Certificates, respectively, be made after the 89th
      day from the date on which the plan of complete liquidation is adopted.

            (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of each REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            The provisions of this Article XI shall apply to each of the REMIC
Regular Certificateholders, Class A-3-1FL Certificateholders and Residual
Certificateholders to the extent appropriate.

            Section 11.1  Limitation on Rights of Holders

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicers
or operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) If a Certificateholder is also a Mortgagor with respect to any
Mortgage Loan, such Certificateholder shall have no right to vote with respect
to any matters concerning such Mortgage Loan. In addition, if a
Certificateholder is also one of the Special Servicers, such Certificateholder
shall have no right to vote, in its capacity as a Certificateholder, with
respect to compensation to such Special Servicer or any waiver of a default with
respect to a Mortgage Loan.

            (d) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 11.2  Access to List of Holders

            (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within 15 days after receipt by the Certificate Registrar of a
request by the Trustee or the Paying Agent, as the case may be, in writing, a
list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

            (b) If the Depositor, the Operating Adviser, a Special Servicer, a
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

            (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicers, the Special Servicers and the Trustee that neither the Depositor, the
Certificate Registrar, the Paying Agent, the Master Servicers, the Special
Servicers nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 11.3  Acts of Holders of Certificates

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.


                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

            The provisions of this Article XII shall apply to each REMIC Pool,
the Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust, as
applicable.

            Section 12.1  REMIC Administration

            (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans
(other than Excess Interest and Additional L-3 Interest payable thereon), such
amounts with respect thereto as shall from time to time be held in the
Certificate Accounts, the Interest Reserve Accounts, the Distribution Account
and the Reserve Account, the Insurance Policies and any related amounts REO
Account and any related REO Properties as a REMIC ("REMIC I") 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 I Interests are issued.
For purposes of such election, the REMIC I Regular Interests shall each be
designated as a separate class of "regular interests" in REMIC I and the Class
R-I Certificates shall be designated as the sole class of "residual interests"
in REMIC I.

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

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

            The Trustee and the Paying Agent shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any of the
REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular
Interests, the REMIC III Regular Interests and the Residual Certificates.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

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

            (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master
Servicers. The Paying Agent shall prepare and file Form 8811 on behalf of each
REMIC Pool and shall designate an appropriate Person to respond to inquiries by
or on behalf of Certificateholders for original issue discount and related
information in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file, or cause to be prepared
and filed, all of each REMIC Pool's federal and state income or franchise tax
and information returns as such REMIC Pool's direct representative, and the
Trustee shall sign such returns; the expenses of preparing and filing such
returns shall be borne by the Paying Agent, except that if additional state tax
returns are required to be filed in more than three states, the Paying Agent
shall be entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicers and the Special Servicers shall provide on a timely basis to
the Paying Agent or its designee such information with respect to the Trust or
any REMIC Pool as is in its possession, which the Depositor or a Master Servicer
and a Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee and the Paying Agent or any liability or
assessment against any of them or cost or expense (including attorneys' fees)
incurred by them resulting from any error resulting from bad faith, negligence,
or willful malfeasance of the Depositor in providing any information for which
the Depositor is responsible for preparing. Each Master Servicer and each
Special Servicer shall indemnify the Trustee, the Paying Agent, and the
Depositor for any liability or assessment against the Trustee, the Depositor,
the Paying Agent or any REMIC Pool and any expenses incurred in connection with
such liability or assessment (including attorneys' fees) resulting from any
error in any of such tax or information returns resulting from errors in the
information provided by such Master Servicer or such Special Servicer, as the
case may be, which errors were caused by the negligence, willful misconduct or
bad faith of such Master Servicer or such Special Servicer, as the case may be.
The Paying Agent shall indemnify the Master Servicers, the Special Servicers,
the Depositor or any REMIC Pool for any expense incurred by any Master Servicer,
any Special Servicer, the Depositor and any REMIC Pool resulting from any error
in any of such tax or information returns resulting from errors in the
preparation of such returns caused by the negligence, willful misconduct or bad
faith of the Paying Agent. Each indemnified party shall immediately notify the
indemnifying party or parties of the existence of a claim for indemnification
under this Section 12.1(e), and provide the indemnifying party or parties, at
the expense of such indemnifying party or parties, an opportunity to contest the
tax or assessment or expense giving rise to such claim, provided that the
failure to give such notification rights shall not affect the indemnification
rights in favor of any REMIC Pool under this Section 12.1(e). Any such
indemnification shall survive the resignation or termination of a Master
Servicer, the Paying Agent or a Special Servicer, or the termination of this
Agreement.

            (f) The Paying Agent shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

            (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099
information returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing. Moreover, the Paying
Agent shall forward to each Certificateholder such forms and furnish such
information within its control as are required by the Code to be furnished to
them, shall prepare and file with the appropriate state authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal
Revenue Service Forms 1099 (or otherwise furnish information within the control
of the Paying Agent) to the extent required by applicable law. The Paying Agent
will make available to any Certificateholder any tax related information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

            (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC Pool's Tax
Matters Person. The duties of the Tax Matters Person for each of the REMIC Pools
are hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicers and the Special Servicers shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicers and the Special Servicers,
within the scope of its express duties, and shall each act in accordance with
this Agreement and the REMIC Provisions in order to create and maintain the
status of each REMIC Pool as a REMIC and each of the Class A-3-1FL Grantor Trust
and the Class EI/Class EI-L3 Grantor Trust as a grantor trust or, as
appropriate, adopt a plan of complete liquidation with respect to each REMIC
Pool.

            (j) The Trustee, the Paying Agent, the Master Servicers, the Special
Servicers, and the Holders of Residual Certificates shall not take any action or
fail to take any action or cause any REMIC Pool to take any action or fail to
take any action if any of such Persons knows or could, upon the exercise of
reasonable diligence, know, that, under the REMIC Provisions such action or
failure, as the case may be, could (i) endanger the status of any REMIC Pool as
a REMIC or (ii) result in the imposition of a tax upon any REMIC Pool (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2)) of the Code or (iii) endanger the status of the Class A-3-1FL
Grantor Trust or the Class EI/Class EI-L3 Grantor Trust as a grantor trust
unless the Trustee and the Paying Agent have received an Opinion of Counsel (at
the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. Any action required under this section which would result in an
unusual or unexpected expense shall be undertaken at the expense of the party
seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

            (k) In the event that any tax is imposed on the REMIC I, REMIC II or
REMIC III, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to the REMIC I, REMIC II or REMIC III after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicers pursuant to Section 9.14(e)),
such tax, together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the Paying Agent, if such tax arises out of or results from a
breach of any of its obligations under this Agreement, which breach constitutes
negligence, willful misconduct or bad faith; (ii) a Special Servicer, if such
tax arises out of or results from a breach by such Special Servicer of any of
its obligations under this Agreement, which breach constitutes negligence,
willful misconduct or bad faith; (iii) a Master Servicer, if such tax arises out
of or results from a breach by such Master Servicer of any of its obligations
under this Agreement, which breach constitutes negligence, willful misconduct or
bad faith; and (iv) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicers pursuant to Section 9.14(e) shall be charged
to and paid by the Trust from the net income generated on the related REO
Property. Any such amounts payable by the Trust in respect of taxes shall be
paid by the Paying Agent out of amounts on deposit in the Distribution Account.

            (l) The Paying Agent and, to the extent that records are maintained
by the Master Servicers or the Special Servicers in the normal course of their
businesses, the Master Servicers and the Special Servicers shall, for federal
income tax purposes, maintain books and records with respect to each REMIC Pool
on a calendar year and on an accrual basis, and with respect to the Class
A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust on the cash or
accrual method and so as to enable reporting to Holders of the Class A-3-1FL
Certificates and the Class EI and Class EI-L3 Certificates, respectively, based
on their annual accounting period. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
federal income tax purposes, be allocated first to interest due and payable on
the Mortgage Loans (including interest on overdue interest, other than
additional interest at a penalty rate payable following a default). The books
and records must be sufficient concerning the nature and amount of each REMIC
Pool's investments to show that such REMIC Pool has complied with the REMIC
Provisions.

            (m) Neither the Trustee, the Paying Agent, the Master Servicers nor
the Special Servicers shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten days after the Closing Date all information or data that
the Paying Agent reasonably determines to be relevant for tax purposes on the
valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent and each
REMIC Pool for any losses, liabilities, damages, claims, expenses (including
attorneys' fees) or assessments against the Trustee, the Paying Agent and each
REMIC Pool arising from any errors or miscalculations of the Paying Agent
pursuant to this Section that result from any failure of the Depositor to
provide, or to cause to be provided, accurate information or data to the Paying
Agent (but not resulting from the methodology employed by the Paying Agent) on a
timely basis and such indemnification shall survive the termination of this
Agreement and the termination or resignation of the Paying Agent.

            The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its reasonable best efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At all times as may be required by the Code, each Master
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each
REMIC Pool as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of REMIC
I Regular Interests, each Class of REMIC II Regular Interests and each Class of
REMIC III Regular Interests is the Final Rated Distribution Date.

            Section 12.2  Prohibited Transactions and Activities

            Neither the Trustee, the Paying Agent, the Master Servicers nor the
Special Servicers shall permit the sale, disposition or substitution of any of
the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or
default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool,
(iii) the termination of any REMIC Pool in a "qualified liquidation" as defined
in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II
hereof), nor acquire any assets for the Trust, except as provided in Article II
hereof, nor sell or dispose of any investments in the Certificate Accounts or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the regular interests therein, (B)
affect the distribution of interest or principal on the Certificates, (C) result
in the encumbrance of the assets transferred or assigned to any REMIC Pool
(except pursuant to the provisions of this Agreement) or (D) cause any REMIC
Pool to be subject to a tax on "prohibited transactions" or "prohibited
contributions" or other tax pursuant to the REMIC Provisions.

            Section 12.3  Modifications of Mortgage Loans

            Notwithstanding anything to the contrary in this Agreement, neither
the Trustee, the Paying Agent, the applicable Master Servicer nor the applicable
Special Servicer shall permit any modification of a Money Term of a Mortgage
Loan that is not in default or as to which default is not reasonably foreseeable
unless (i) the Trustee, the applicable Special Servicer, Paying Agent and the
applicable Master Servicer have received a Nondisqualification Opinion or a
ruling from the Internal Revenue Service (at the expense of the party making the
request that the applicable Master Servicer or the applicable Special Servicer
modify the Mortgage Loan or a Specially Serviced Mortgage Loan) to the effect
that such modification would not be treated as an exchange pursuant to Section
1001 of the Code (or, if it would be so treated, would not be treated as a
"significant modification" for purposes of Treasury Regulations Section
1.860G-2(b) of the Code) or (ii) such modification meets the requirements set
forth in Sections 8.18 or 9.5.

            Section 12.4  Liability with Respect to Certain Taxes and Loss of
REMIC Status

            In the event that any REMIC Pool fails to qualify as a REMIC, loses
its status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicers, the
Special Servicers, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicers, the Special Servicers, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

            Section 12.5  Grantor Trust Administration

            The assets of the Class EI/Class EI-L3 Grantor Trust, consisting of
the right to any Excess Interest in respect of the ARD Loan (in the case of the
Class EI Certificates) and Additional L-3 Interest (in the case of the Class
EI-L3 Certificates) and the related amounts in the Excess Interest Sub-account,
shall be held by the Trustee for the benefit of the Holders of the Class EI and
Class EI-L3 Certificates, which Class EI and Class EI-L3 Certificates will
evidence 100% beneficial ownership of the related assets from and after the
Closing Date. The assets of the Class A-3-1FL Grantor Trust, consisting of the
Class A-3-1FL Regular Interest, the Swap Contract and the related amounts in the
Floating Rate Account, shall be held by the Trustee for the benefit of the
Holders of the Class A-3-1FL Certificates, which Class A-3-1FL Certificates will
evidence 100% beneficial ownership of the related assets from and after the
Closing Date. It is intended that the portions of the Trust consisting of the
Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3 Grantor Trust will be
treated as grantor trusts for federal income tax purposes, within the meaning of
subpart E, part I of subchapter J of the Code, 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 A-3-1FL Grantor Trust or Class EI/Class
EI-L3 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 A-3-1FL, Class EI or Class
EI-L3 Certificates. The Trustee and the Paying Agent shall be deemed to hold and
shall account for the Class A-3-1FL Grantor Trust and the Class EI/Class EI-L3
Grantor Trust separate and apart from the assets of the REMIC I, REMIC II and
REMIC III created hereunder. In furtherance of such intention, the Paying Agent
shall furnish or cause to be furnished to the Class A-3-1FL, Class EI and Class
EI-L3 Certificateholders and shall file, or cause to be filed with the Internal
Revenue Service, together with Form 1041 or such other form as may be
applicable, information returns with respect to income relating to their shares
of the income and expenses of the Class A-3-1FL Grantor Trust and the Class
EI/Class EI-L3 Grantor Trust, at the time or times and in the manner required by
the Code.


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

            Section 13.1  Binding Nature of Agreement

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

            Section 13.2  Entire Agreement

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

            Section 13.3  Amendment

            (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC, or
the Class EI/Class EI-L3 Grantor Trust or the Class A-3-1FL Grantor Trust as a
grantor trust) for the purposes of federal income tax law (or comparable
provisions of state income tax law), (iv) to make any other provisions with
respect to matters or questions arising under or with respect to this Agreement
not inconsistent with the provisions hereof, (v) to modify, add to or eliminate
the provisions of Article III relating to transfers of Residual Certificates,
(vi) to amend any provision herein to the extent necessary or desirable to list
the Certificates on a stock exchange, including, without limitation, the
appointment of one or more sub-paying agents and the requirement that certain
information be delivered to such sub-paying agents, (vii) to cause the
provisions herein to conform to the provisions of the Swap Contract and the
related documents, 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 Holder not consenting thereto, without
the consent of 100% of the Certificateholders adversely affected thereby or (B)
adversely affect the status of any REMIC Pool as a REMIC (or the Class EI/Class
EI-L3 Grantor Trust or the Class A-3-1FL Grantor Trust as a grantor trust).
Prior to entering into any amendment without the consent of Holders pursuant to
this paragraph, the Trustee may require an Opinion of Counsel and a
Nondisqualification Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor, and otherwise at the expense of the party requesting
such amendment, except that if the Trustee requests such amendment, such
amendment shall be at the expense of the Depositor, if the Depositor consents),
to the effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material economic
respect any Holder if the Trustee receives a Rating Agency Confirmation from
each Rating Agency (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor).

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and/or an Opinion of Counsel that such
amendment will not result in an Adverse Grantor Trust Event, as applicable, and
an Opinion of Counsel that any amendment pursuant to this Section 13.3(b) is
permitted by this Agreement at the expense of the party requesting the
amendment.

            (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate or reduce a Master Servicer's
or the Trustee's obligation to make an Advance or alter the Servicing Standard
except as may be necessary or desirable to comply with the REMIC Provisions,
(iv) adversely affect the status of any REMIC Pool as a REMIC for federal income
tax purposes (as evidenced by a Nondisqualification Opinion) and the Class
A-3-1FL Grantor Trust or the Class EI/Class EI-L3 Grantor Trust as grantor
trusts without the consent of 100% of the Certificateholders (including the
Class R-I, Class R-II and Class R-III Certificateholders), (v) adversely affect
in any material respect the interests of the Holders of the Certificates in a
manner other than as described in the immediately preceding clause (i), without
the consent of the Holders of all Certificates affected thereby, (vi)
significantly change the activities of the Trust, without the consent of the
Holders of Certificates representing more than 50% of all the Voting Rights or
(vii) modify the provisions of this Section 13.3 without the consent of the
Holders of all Certificates then outstanding; provided that no such amendment
may modify Section 8.18 of this Agreement without Rating Agency Confirmation.
The Trustee shall not consent to any amendment to this Agreement pursuant to
this subsection (c) unless it shall have first received a Nondisqualification
Opinion and/or an Opinion of Counsel that such amendment will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event, as applicable, and an
Opinion of Counsel that any amendment pursuant to this Section 13.3(c) is
permitted by this Agreement at the expense of the party requesting the
amendment.

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

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

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

            (g) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.
Furthermore, notwithstanding any contrary provisions of this Agreement, this
Agreement may not be amended in a manner that would adversely affect the
distributions to the Swap Counterparty or the rights of the Swap Counterparty
under the Swap Contract without the consent of the Swap Counterparty (which
shall not be unreasonably withheld).

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

            (i) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may be amended
pursuant to Section 8.26(d) herein without any notice to or consent of any of
the Certificateholders, Opinions of Counsel, Officer's Certificates or Rating
Agency Confirmation.

            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: Warren Friend, with a copy to General Counsel; (B) in
the case of the Trustee, Paying Agent and Certificate Registrar at the Corporate
Trust Office; (C) in the case of the General Master Servicer, GMAC Commercial
Mortgage Corporation, 200 Witmer Road, Horsham, Pennsylvania, 19044, telecopy
number: (215) 328-3478, Attention: Managing Director, Commercial Servicing
Operations - Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, with a copy to General Counsel, Fax (215)
328-3620; (D) in the case of the General Special Servicer, J.E. Robert Company,
Inc.; 15660 N. Dallas Parkway, Suite 1100, Dallas, Texas, 75248, Attention:
Debra Morgan, telecopy number: (214) 960-3933 with a copy to JER Investors Trust
Inc., 1650 Tysons Boulevard, Suite 1600, McLean, Virginia 22102, Attention:
Keith Belcher, telecopy number: (703) 714-8101; (E) in the case of the NCB
Master Servicer, NCB, FSB, 1725 Eye Street, N.W., Washington, D.C., 20006
Attention: Kathleen Luzik, Real Estate Master Servicing, Fax: (202) 336-7800;
(F) in the case of the Co-op Special Servicer, National Consumer Cooperative
Bank, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik,
Real Estate Master Servicing, Fax: (202) 336-7800; (G) in the case of MSMC, 1585
Broadway, New York, New York 10036, Attention: Warren Friend, with a copy to
General Counsel; (H) in the case of NCB, FSB, NCB, FSB, 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Steven Brookner; (I) in the case of IXIS,
IXIS Real Estate Capital, Inc., 9 West 57th Street, 36th Floor, New York, New
York 10019, Attention: Albert Zakes; (K) in the case of MM, Massachusetts Mutual
Life Insurance Company, c/o Babson Capital Management LLC, 1500 Main Street,
Springfield, MA 01115, Attention: Thomas Zatko, Managing Director, TS21, with a
copy to Massachusetts Mutual Life Insurance Company, 1500 Main Street,
Springfield, CT 01115, Attention: Vice President, Real Estate Lao, TS2; (L) in
the case of UCMFI, Union Central Mortgage Funding, Inc., 312 Elm Street, Suite
1212, Cincinnati, Ohio 45202, Attention: D. Stephen Cole.; (M) in the case of
SunTrust, SunTrust Bank, 303 Peachtree Street, Atlanta, GA 30308, Attention:
Roberto Lumpris, with a copy to James Bennison; (N) in the case of the initial
Operating Adviser, JER Investors Trust Inc., 1650 Tysons Boulevard, Suite 1600,
McLean, Virginia 22102, Attention: Keith Belcher, telecopy number: (703)
714-8101 with a copy to J.E. Robert Company, Inc.; 15660 N. Dallas Parkway,
Suite 1100, Dallas, Texas, 75248, Attention: Debra Morgan, telecopy number:
(214) 960-3933 and (O) in the case of the Swap Counterparty, Morgan Stanley
Capital Services Inc., 1585 Broadway, New York, New York 10036, Attn: Chief
Legal Officer. Any notice required or permitted to be mailed to a Holder shall
be given by first class mail, postage prepaid, at the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.

            Section 13.6  Severability of Provisions

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

            Section 13.7  Indulgences; No Waivers

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

            Section 13.8  Headings Not to Affect Interpretation

            The headings contained in this Agreement are for convenience of
reference only, and shall not be used in the interpretation hereof.

            Section 13.9  Benefits of Agreement

            Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement
(including any Primary Servicer to the extent applicable to such Primary
Servicer) and their successors hereunder and the Holders of the Certificates,
any benefit or any legal or equitable right, power, remedy or claim under this
Agreement; provided, however, that Swap Counterparty and its permitted
successors and assigns shall be intended third-party beneficiaries of this
Agreement and such Mortgagors set forth on Schedule VII hereto are intended
third-party beneficiaries of the fifth and sixth paragraphs of Section 2.3(a),
and each of the Swap Counterparty and the Mortgagors may directly enforce such
rights and may directly enforce such rights. This Agreement may not be amended
in any manner that would adversely affect the rights of any third party
beneficiary without its reasonable consent. Each holder of a right to receive
Excess Servicing Fees shall be a third party beneficiary to this Agreement with
respect to its right to receive such Excess Servicing Fees.

            Section 13.10  Special Notices to the Rating Agencies

            (a) The Trustee (or the applicable Master Servicer in the case of
clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies,
the applicable Special Servicer and the Operating Adviser of the occurrence of
any of the following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

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

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

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

            (v) the appointment of any successor to a Master Servicer, the
      Trustee, the Paying Agent, the Operating Adviser or a Special Servicer
      pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate liens on the Mortgaged
      Properties (other than with respect to a Co-op Mortgage Loan as to which
      the NCB, FSB Subordinate Debt Conditions have been satisfied);

            (viii) the making of a final payment pursuant to Section 10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to Moody's, to:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, NY  10009
                  Fax:  (212) 553 0300
                  Attention:  Structured Finance Commercial Real Estate
                              Monitoring

            If to S&P, to:

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

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

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

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

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

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

            (d) The Master Servicers shall deliver to the Rating Agencies and
the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and the General Master Servicer shall deliver to the
Primary Servicers and the General Special Servicer each of the reports required
to be delivered by the General Master Servicer to the Primary Servicers and the
General Special Servicer pursuant to the terms of this Agreement. The Trustee,
the Paying Agent and the Special Servicers shall deliver to the Rating Agencies
and the Depositor any information as reasonably requested by the Rating Agencies
and Depositor, as the case may be.

            (e) Any notice or other document required to be delivered or mailed
by the Depositor, the Master Servicers, the Paying Agent or the Trustee shall be
given by such parties, respectively, on a best efforts basis and only as a
matter of courtesy and accommodation to the Rating Agencies, unless otherwise
specifically required herein, and such parties, respectively, shall have no
liability for failure to deliver any such notice or document to the Rating
Agencies.

            Section 13.11  Counterparts

            This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

            Section 13.12  Intention of Parties

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related rights and property to the Trustee, for the
benefit of the Certificateholders, by the Depositor as provided in Section 2.1
be, and be construed as, an absolute sale of the Mortgage Loans and related
property. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Mortgage Loans and related property by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor. However,
in the event that, notwithstanding the intent of the parties, the Mortgage Loans
or any related property is held to be the property of the Depositor, or if for
any other reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans or any related property, then this Agreement shall be
deemed to be a security agreement; and the conveyance provided for in Section
2.1 shall be deemed to be a grant by the Depositor to the Trustee, for the
benefit of the Certificateholders, of a security interest in all of the
Depositor's right, title, and interest, whether now owned or hereafter acquired,
in and to:

            (i) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the property described in clauses
      (1)-(4) below: (1) the Mortgage Loans (including the related Mortgage
      Notes, Mortgages, security agreements, and title, hazard and other
      insurance policies) identified on the Mortgage Loan Schedule, including
      all 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, the Floating Rate Account, the Interest Reserve
      Accounts, the Reserve Account, all REO Accounts, and the Certificate
      Accounts, including all property therein and all income from the
      investment of funds therein (including any accrued discount realized on
      liquidation of any investment purchased at a discount); (3) the REMIC I
      Regular Interests, the REMIC II Regular Interests and the Class A-3-1FL
      Regular Interest; and (4) the Mortgage Loan Purchase Agreements;

            (ii) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (A) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (iii) All cash and non-cash proceeds of the collateral described in
      clauses (i) and (ii) above.

            The possession by the Trustee of the Mortgage Notes, the Mortgages
and such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

            The Depositor and, at the Depositor's direction, the applicable
Master Servicers and the Trustee, shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. The applicable Master Servicers
shall file, at the expense of the Trust as an Additional Trust Expense all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in such property, including without
limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of a Master Servicer or the Depositor
in such property. In connection herewith, the Trustee shall have all of the
rights and remedies of a secured party and creditor under the Uniform Commercial
Code as in force in the relevant jurisdiction.

            Section 13.13  Recordation of Agreement

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere.
Such recordation, if any, shall be effected by the applicable Master Servicer at
the expense of the Trust as an Additional Trust Expense, but only upon direction
of the Depositor accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders of the Trust.

            Section 13.14  Rating Agency Monitoring Fees

            The parties hereto acknowledge that on the Closing Date the Sellers
will pay the ongoing monitoring fees of the Rating Agencies relating to the
rating of the Certificates and that no monitoring fees are payable subsequent to
the Closing Date in respect of the rating of the Certificates. The Master
Servicers shall not be required to pay any such fees or any fees charged for any
Rating Agency Confirmation (except any confirmation required under Section 8.22,
Section 8.23 or in connection with a termination and replacement of a Master
Servicer following an Event of Default of such Master Servicer).
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the General Master Servicer, the
General Special Servicer, the NCB Master Servicer, the Co-op Special Servicer,
the Trustee, the Paying Agent and the Certificate Registrar 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:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                                          as General Master Servicer


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       J.E. ROBERT COMPANY, INC., as General
                                          Special Servicer


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       NCB, FSB,
                                          as NCB Master Servicer


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       NATIONAL CONSUMER COOPERATIVE BANK,
                                          as Co-op Special Servicer


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       WELLS FARGO BANK, N.A., as Trustee,
                                          Paying Agent and Certificate Registrar


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                       SUNTRUST BANK, in its capacity as Primary
                                          Servicer solely with respect to
                                          Sections 5.1(g), 8.3, 8.4, 8.7, 8.10,
                                          8.18 and 8.26 of this Agreement



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                       MASSACHUSETTS MUTUAL LIFE INSURANCE
                                          COMPANY, in its capacity as Primary
                                          Servicer solely with respect to
                                          Sections 5.1(g), 8.3, 8.4, 8.7, 8.10,
                                          8.18, 8.25(d) and 8.26 of this
                                          Agreement

                                       By:  BABSON CAPITAL MANAGEMENT LLC,
                                            its authorized agent


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:
<PAGE>

                                       UNION CENTRAL MORTGAGE FUNDING, INC.,
                                          in its capacity as Primary Servicer
                                          solely with respect to Sections
                                          5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18 and
                                          8.26 of this Agreement


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the _________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their capacities, and that by
their signatures on the instrument, the individuals, or the person upon behalf
of which the individuals acted, executed the instrument, and that such
individuals made such appearance before the undersigned in the _________________
_______________________ (insert the city or other political subdivision and the
state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their capacities, and that by
their signatures on the instrument, the individuals, or the person upon behalf
of which the individuals acted, executed the instrument, and that such
individuals made such appearance before the undersigned in the _________________
_____________________________ (insert the city or other political subdivision
and the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment
<PAGE>

STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of October in the year 2005, before me, the
undersigned, personally appeared ______________________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument, and that such
individual made such appearance before the undersigned in the __________________
___________________________ (insert the city or other political subdivision and
the state or county or other place the acknowledgment was taken).



Signature and Office of individual taking acknowledgment

<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  4.914%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1 CERTIFICATES AS OF THE
CLOSING DATE:  $75,150,000

CERTIFICATE BALANCE OF THIS CLASS A-1
CERTIFICATE AS OF THE CLOSING DATE:
$75,150,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-1-1                                 CUSIP NO. 617451AA7

                              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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the Co-op Special
Servicer, the General Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>

                                   EXHIBIT A-2

                        [FORM OF CLASS A-1A CERTIFICATE]

THIS CLASS A-1A CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1A CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  5.214%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1A CERTIFICATES AS OF THE
CLOSING DATE:  $231,768,000

CERTIFICATE BALANCE OF THIS CLASS A-1A
CERTIFICATE AS OF THE CLOSING DATE:
$231,768,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-1A-1                                CUSIP NO. 617451AB5


                             CLASS A-1A 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-1A 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-1A Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the Co-op Special
Servicer, the General Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>

                                   EXHIBIT A-3

                         [FORM OF CLASS A-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 PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  5.126%        GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, N.A.

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT: WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-2 CERTIFICATES AS OF THE
CLOSING DATE:  $50,000,000

CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE:
$50,000,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-2-1                                 CUSIP NO. 617451AC3


                              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
the Paying Agent, the Certificate Registrar, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer and the Co-op 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 A-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>

                                   EXHIBIT A-4

                       [FORM OF CLASS A-3-1FL CERTIFICATE]

THIS CLASS A-3-1FL CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN
INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE SWAP COUNTERPARTY, THE GENERAL
SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH
ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3-1FL REGULAR INTEREST. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

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

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS (I) A "REGULAR
INVESTMENT" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED AND (II) A SWAP CONTRACT AND CONSTITUTES AN INTEREST IN
A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:                GENERAL MASTER SERVICER:  GMAC
LIBOR + 0.240%                            COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-3-1FL CERTIFICATES AS OF THE
CLOSING DATE: $75,000,000

CERTIFICATE BALANCE OF THIS CLASS
A-3-1FL CERTIFICATE AS OF THE CLOSING
DATE:  $75,000,000 (SUBJECT TO SCHEDULE
OF EXCHANGES ATTACHED)

No.  A-3-1FL-1                            CUSIP NO. 617451 BJ 7


                            CLASS A-3-1FL 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-3-1FL 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-3-1FL Certificates. The Certificates are designated as the Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10 and are issued in the Classes specified in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3-1FL CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-5

                        [FORM OF CLASS A-3-1 CERTIFICATE]

THIS CLASS A-3-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  5.251%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-3-1 CERTIFICATES AS OF THE
CLOSING DATE: $78,000,000

CERTIFICATE BALANCE OF THIS CLASS A-3-1
CERTIFICATE AS OF THE CLOSING DATE:
$78,000,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-3-1-1                               CUSIP NO. 617451BK4


                             CLASS A-3-1 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-3-1 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-3-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>

                                   EXHIBIT A-6

                        [FORM OF CLASS A-3-2 CERTIFICATE]

THIS CLASS A-3-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  5.253%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-3-2 CERTIFICATES AS OF THE
CLOSING DATE: $50,000,000

CERTIFICATE BALANCE OF THIS CLASS A-3-2
CERTIFICATE AS OF THE CLOSING DATE:
$50,000,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-3-2-1                               CUSIP NO. 617451AD1


                             CLASS A-3-2 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-3-2 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-3-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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

<PAGE>

                                   EXHIBIT A-7

                        [FORM OF CLASS A-AB CERTIFICATE]

THIS CLASS A-AB CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 5.178%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT: WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-AB CERTIFICATES AS OF THE
CLOSING DATE:  $75,000,000

CERTIFICATE BALANCE OF THIS CLASS A-AB
CERTIFICATE AS OF THE CLOSING DATE:
$75,000,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-AB-1                                CUSIP No.: 617451AE9


                             CLASS A-AB 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-AB 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
the Paying Agent, the Certificate Registrar, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer and the Co-op 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 A-AB Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, The General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-AB CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>

                                   EXHIBIT A-8

                        [FORM OF CLASS A-4A CERTIFICATE]

THIS CLASS A-4A CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4A CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10


THE PASS-THROUGH RATE: 5.230%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-4A CERTIFICATES AS OF THE
CLOSING DATE:  $527,250,000

CERTIFICATE BALANCE OF THIS CLASS A-4A
CERTIFICATE AS OF THE CLOSING DATE:
$527,250,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-4A-[1][2]                           CUSIP No.: 617451AF6


                             CLASS A-4A 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-4A 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-4A Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-4A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 A-4B CERTIFICATE]

THIS CLASS A-4B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 5.284%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-4B CERTIFICATES AS OF THE
CLOSING DATE:  $75,322,000

CERTIFICATE BALANCE OF THIS CLASS A-4B
CERTIFICATE AS OF THE CLOSING DATE:
$75,322,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-4B-1                                CUSIP No.: 617451AG4


                             CLASS A-4B 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-4B 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-4B Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-4B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS X-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 0.233%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS X-2 CERTIFICATES AS OF THE
CLOSING DATE:  $1,502,744,000

NOTIONAL AMOUNT OF THIS CLASS X-2
CERTIFICATE AS OF THE CLOSING DATE:
$[1,502,744,000] (SUBJECT TO SCHEDULE
OF EXCHANGES ATTACHED)

No. X-2-[1][2][3][4]                      CUSIP No.: 617451AH2


                              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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 X-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 A-J CERTIFICATE]

THIS CLASS A-J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 5.446%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-J CERTIFICATES AS OF THE
CLOSING DATE:  $129,549,000

CERTIFICATE BALANCE OF THIS CLASS A-J
CERTIFICATE AS OF THE CLOSING DATE:
$129,549,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. A-J-1                                 CUSIP No.: 617451AJ8


                              CLASS A-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 A-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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 A-J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser shall be affected by notice to the
contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 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 PAYING AGENT, THE
CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 5.495%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK
                                          NATIONAL ASSOCIATION

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS B CERTIFICATES AS OF THE CLOSING
DATE:  $30,938,000

CERTIFICATE BALANCE OF THIS CLASS B
CERTIFICATE AS OF THE CLOSING DATE:
$30,938,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. B-1                                   CUSIP NO. 617451AK5


                               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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 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 PAYING AGENT, THE
CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE: 5.513%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES AS OF THE CLOSING
DATE:  $11,601,000

CERTIFICATE BALANCE OF THIS CLASS C
CERTIFICATE AS OF THE CLOSING DATE:
$11,601,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. C-1                                   CUSIP NO. 617451AL3


                               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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 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 PAYING AGENT, THE
CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE
NCB MASTER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10


THE PASS-THROUGH RATE: 5.513%             GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS D CERTIFICATES AS OF THE CLOSING
DATE:  $25,137,000

CERTIFICATE BALANCE OF THIS CLASS D
CERTIFICATE AS OF THE CLOSING DATE:
$25,137,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. D-1                                   CUSIP NO. 617451AM1


                               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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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 E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS F      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE A PER ANNUM RATE     COMMERCIAL MORTGAGE CORPORATION
EQUAL THE WEIGHTED AVERAGE NET MORTGAGE
RATE

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS E CERTIFICATES AS OF THE CLOSING
DATE:  $13,535,000

CERTIFICATE BALANCE OF THIS CLASS E
CERTIFICATE AS OF THE CLOSING DATE:
$[____] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  E-1                                  CUSIP NO. U6176P TK 2(2)  617451AN9(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
the Paying Agent, the Certificate Registrar, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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 PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


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

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS F      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE A PER ANNUM RATE     COMMERCIAL MORTGAGE CORPORATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS F CERTIFICATES AS OF THE CLOSING
DATE: $19,335,000

CERTIFICATE BALANCE OF THIS CLASS F
CERTIFICATE AS OF THE CLOSING DATE:
$[____] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. F-1                                   CUSIP NO. U6176P TL 0(2) 617451AP4(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE PAYING AGENT, THE
CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

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

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 PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS G      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE A PER ANNUM RATE     COMMERCIAL MORTGAGE CORPORATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS G CERTIFICATES AS OF THE CLOSING
DATE:  $11,602,000

CERTIFICATE BALANCE OF THIS CLASS G
CERTIFICATE AS OF THE CLOSING DATE:
$[____] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  G-1                                  CUSIP NO. U6176P TM 8(2) 617451AQ2(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-Op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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 PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS H      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE A PER ANNUM RATE     COMMERCIAL MORTGAGE CORPORATION
EQUAL TO THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS H CERTIFICATES AS OF THE CLOSING
DATE:  $17,402,000

CERTIFICATE BALANCE OF THIS CLASS H
CERTIFICATE AS OF THE CLOSING DATE:
$[______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  H-1                                  CUSIP NO. U6176P TN 6(2)  617451AV1(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS J      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $3,867,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  J-1                                  CUSIP NO. U6176P TP 1(2)  617451AW9(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-Op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


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

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS K      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $7,734,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  K-1                                  CUSIP NO. U6176P TQ 9(2)  617451AX7(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op Special Servicer, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE SPECIAL
CO-OP SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND
WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS L      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $5,801,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No.  L-1                                  CUSIP NO. U6176P TR 7(2)  617451AY5(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the Genereal Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>

                                  EXHIBIT A-22

                          [FORM OF CLASS M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS M      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS M CERTIFICATES AS OF THE CLOSING
DATE:  $5,801,000

CERTIFICATE BALANCE OF THIS CLASS M
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. M-1                                   CUSIP NO. U6176P TS 5(2) 617451AZ2(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
Paying Agent, the Certificate Registrar, the General Master Servicer, NCB Master
Servicer, General Special Servicer and the Co-op 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 M Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Depositor, the Trustee, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, The General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Paying Agent, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the Co-op Special Servicer or the Operating
Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>

                                  EXHIBIT A-23

                          [FORM OF CLASS N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS N      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS N CERTIFICATES AS OF THE CLOSING
DATE: $3,867,000

CERTIFICATE BALANCE OF THIS CLASS N
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. N-1                                   CUSIP NO. U6176P TT 3(2) 617451BA6(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
_________________________________________   OTHER IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________
             Please print or typewrite name and address of assignee
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint
________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_____________________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange.
Notarized or witnessed signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

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

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>

                                  EXHIBIT A-24

                          [FORM OF CLASS O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS O      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS O CERTIFICATES AS OF THE CLOSING
DATE:  $5,801,000

CERTIFICATE BALANCE OF THIS CLASS O
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. O-1                                   CUSIP NO. U6176P TU 0(2) 617451BB4(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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 P CERTIFICATE]

THIS CLASS P CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP
COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

THIS CLASS 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 PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

THE PASS-THROUGH RATE ON THE CLASS P      GENERAL MASTER SERVICER:  GMAC
CERTIFICATES WILL BE THE LESSER OF (i)    COMMERCIAL MORTGAGE CORPORATION
4.944% AND (ii) THE WEIGHTED AVERAGE
NET MORTGAGE RATE.

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  OCTOBER 1, 2005            PAYING AGENT:  WELLS FARGO BANK, N.A.

CLOSING DATE:  OCTOBER 25, 2005           TRUSTEE:  WELLS FARGO BANK, N.A.

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS P CERTIFICATES AS OF THE CLOSING
DATE:  $17,402,538

CERTIFICATE BALANCE OF THIS CLASS P
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. P-1                                   CUSIP NO. U6176P TV 8(2) 617451BC2(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"), 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-26

                         [FORM OF CLASS EI CERTIFICATE]

THIS CLASS EI CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE SWAP COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

PERCENTAGE INTEREST OF THIS CLASS EI      GENERAL MASTER SERVICER:  GMAC
CERTIFICATE:  100%                        COMMERCIAL MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            GENERAL SPECIAL SERVICER:  J.E.
                                          ROBERT COMPANY, INC.

CLOSING DATE:  OCTOBER 25, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

                                          PAYING AGENT: WELLS FARGO BANK, N.A.

                                          TRUSTEE:  WELLS FARGO BANK, N.A.

No. EI-[__]                               CUSIP NO.: 617451BD0


                              CLASS EI CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT JER INVESTORS TRUST INC. is the registered owner
of the interest evidenced by this Certificate in the Class EI Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as specified above (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc. (hereinafter called the "Depositor", which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee,
the Paying Agent, the Certificate Registrar, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer and the Co-op 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
EI Certificates specified on the face hereof. The Certificates are designated as
the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ10 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

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

            Class EI Certificate represents a beneficial ownership interest in a
portion of the Trust that is treated as grantor trust for federal income tax
purposes, and represents a beneficial ownership of Excess Interest in respect of
Mortgage Loans having a hyper-amortization feature. Any amount of Excess
Interest on deposit in the Excess Interest Sub-account for the related
Collection Period will be paid to the holders of the Class EI Certificates, to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

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

            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
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A., Certificate Registrar



                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS EI CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-27

                        [FORM OF CLASS EI-L3 CERTIFICATE]

THIS CLASS EI-L3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE PAYING
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER,
THE SWAP COUNTERPARTY, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

PERCENTAGE INTEREST OF THIS               GENERAL MASTER SERVICER:  GMAC
CLASS EI-L3CERTIFICATE:  100%             COMMERCIAL MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            GENERAL SPECIAL SERVICER:  J.E.
                                          ROBERT COMPANY, INC.

CLOSING DATE:  OCTOBER 25, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  NOVEMBER 15,
2005

                                          PAYING AGENT: WELLS FARGO BANK, N.A.

                                          TRUSTEE:  WELLS FARGO BANK, N.A.

No. EI-[__]                               CUSIP NO.: 617451BE8


                             CLASS EI-L3 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 [IXIS] is the registered owner of the interest
evidenced by this Certificate in the Class EI-L3 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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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
EI-L3 Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

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

            Class EI-L3 Certificate represents a beneficial ownership interest
in a portion of the Trust that is treated as grantor trust for federal income
tax purposes, and represents a beneficial ownership of Additional L-3 Interest
in respect of Mortgage Loan No. 3. Any amount of Additional L-3 Interest on
deposit in the Excess Interest Sub-account for the related Collection Period
will be paid to the holders of the Class EI-L3 Certificates, to the extent and
subject to the limitations set forth in the Pooling and Servicing Agreement, on
the 15th day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

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

            The Certificates are limited in right of payment to certain
collections and recoveries respecting Mortgage Loan No. 3, 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
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A., Certificate Registrar


                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS EI-L3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-28

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-I
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

PERCENTAGE INTEREST OF THIS CLASS R-I     GENERAL MASTER SERVICER:  GMAC
CERTIFICATE:  100%                        COMMERCIAL MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            GENERAL SPECIAL SERVICER:  J.E.
                                          ROBERT COMPANY, INC.

CLOSING DATE:  OCTOBER 25, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  NOVEMBER 15,    PAYING AGENT: WELLS FARGO BANK, N.A.
2005

                                          TRUSTEE:  WELLS FARGO BANK, N.A.

No. R-I                                   CUSIP NO.: 617451BF5


                              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 Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
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 the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

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

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including as
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

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

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

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

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                WELLS FARGO BANK NATIONAL, ASSOCIATION,
                                         as Certificate Registrar


                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-29

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-II
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED TAX STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-II
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

PERCENTAGE INTEREST OF THIS CLASS R-II    GENERAL MASTER SERVICER:  GMAC
CERTIFICATE:  100%                        COMMERCIAL MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            GENERAL SPECIAL SERVICER:  J.E.
                                          ROBERT COMPANY, INC.

CLOSING DATE:  OCTOBER 25, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  NOVEMBER 15,    PAYING AGENT: WELLS FARGO BANK, N.A.
2005

                                          TRUSTEE:  WELLS FARGO BANK, N.A.

No. R-II                                  CUSIP NO.: 617451BG3



                             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 Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
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 2005-IQ10 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

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

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

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

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

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

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A., as Certificate Registrar



                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-30

                        [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE
GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE NCB MASTER SERVICER, THE
GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR
ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY
SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM THIS CLASS R-III CERTIFICATE IS
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER UNITED
STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

PERCENTAGE INTEREST OF THIS CLASS R-III   GENERAL MASTER SERVICER:  GMAC
CERTIFICATE:  100%                        COMMERCIAL MORTGAGE CORPORATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            GENERAL SPECIAL SERVICER:  J.E.
                                          ROBERT COMPANY, INC.

CLOSING DATE:  OCTOBER 25, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  NOVEMBER 15,    PAYING AGENT: WELLS FARGO BANK, N.A.
2005

                                          TRUSTEE:  WELLS FARGO BANK, N.A.

No. R-III                                 CUSIP NO. 617451BH1


                             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 Paying Agent, the Certificate Registrar,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer and the Co-op 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 2005-IQ10 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

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

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

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

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

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

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                              WELLS FARGO BANK, N.A., as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                              WELLS FARGO BANK, N.A.,
                                       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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-31

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)

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

(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10


INITIAL PASS-THROUGH RATE:  0.043%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

INITIAL NOTIONAL AMOUNT OF THIS           NCB MASTER SERVICER:  NCB, FSB
CLASS X-1 CERTIFICATE: $[1,546,862,538],
AS OF THE CLOSING DATE

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  J.E.
AGREEMENT:  AS OF OCTOBER 1, 2005         ROBERT COMPANY, INC.

CUT-OFF DATE:  OCTOBER 1, 2005            CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CLOSING DATE:  OCTOBER 25, 2005

FIRST DISTRIBUTION DATE:  NOVEMBER 15,    PAYING AGENT: WELLS FARGO BANK, N.A.
2005

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    TRUSTEE:  WELLS FARGO BANK, N.A.
X-1 CERTIFICATES AS OF THE CLOSING
DATE:  $1,546,862,538


No.  X-1-[1][2][3][4]                     CUSIP NO. U6176P TH 9(2)  617451AT6(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
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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
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 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A., as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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-32

                         [FORM OF CLASS X-Y CERTIFICATE]

THIS CLASS X-Y CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE TRUSTEE, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE GENERAL MASTER SERVICER, THE SWAP COUNTERPARTY, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-Y CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.](1)


-------------
(1) For Reg S Book-Entry Certificates only

(2) For 144A Book-Entry Certificates only

<PAGE>

                          MORGAN STANLEY CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-IQ10

INITIAL PASS-THROUGH RATE:  0.102%        GENERAL MASTER SERVICER:  GMAC
                                          COMMERCIAL MORTGAGE CORPORATION

                                          NCB MASTER SERVICER: NCB, FSB

INITIAL NOTIONAL AMOUNT OF THIS CLASS     GENERAL SPECIAL SERVICER:  J.E.
X-Y CERTIFICATE: $[________], AS OF THE   ROBERT COMPANY, INC.
CLOSING DATE

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

DATE OF POOLING AND SERVICING             PAYING AGENT:  WELLS FARGO BANK, N.A.
AGREEMENT:  AS OF OCTOBER 1, 2005

CUT-OFF DATE:  OCTOBER 1, 2005            TRUSTEE:  WELLS FARGO BANK, N.A.

CLOSING DATE: OCTOBER 25, 2005

FIRST DISTRIBUTION DATE: NOVEMBER 15,
2005

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-Y CERTIFICATES AS OF THE CLOSING
DATE:  $139,729,337


No.  X-Y-1                                CUSIP NO. U6176P TJ 5(2)  617451AU3(1)


                              CLASS X-Y CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-Y Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op 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
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-Y Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-Y Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Paying Agent, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer, the Co-op Special Servicer or the
Operating Adviser may treat the Person in whose name this Certificate is
registered as of the related Record Date as the owner hereof for the purpose of
receiving distributions as provided in the Pooling and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Paying Agent,
the General Master Servicer, the NCB Master Servicer, the General Special
Servicer, the Co-op Special Servicer or the Operating Adviser shall be affected
by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III 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 final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                               WELLS FARGO BANK, N.A.,
                                        as Certificate Registrar


                                      By:____________________________________
                                                AUTHORIZED SIGNATORY

Dated:  October 25, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-Y CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                               WELLS FARGO BANK, N.A.,
                                        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:

                                         UNIF GIFT MIN ACT.............Custodian
TEN COM - as tenant in common                                (Cust)

TEN ENT - as tenants by the entireties      Under Uniform Gifts to Minors

JT TEN  - as joint tenants with                Act..................
          rights of survivorship and                   (State)
          not as tenants in common

          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

                                October 25, 2005

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

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, NY 10036

IXIS Real Estate Capital Inc.
9 West 57th Street, 36th Floor
New York, New York 10019

Union Central Mortgage Funding, Inc.
312 Elm Street, Suite 2525
Cincinnati, Ohio 45202

SunTrust Capital Markets Inc.
303 Peachtree Street
Atlanta, Georgia 30308

J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas 75248

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044

NCB, FSB
1725 Eye Street, N.W., Suite 600
Washington, D.C. 20006

Massachusetts Mutual Life Insurance Company
1500 Main Street, Suite 2100,
Springfield, Massachusetts 01115,

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas 75248


      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ10

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, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any such
documents contained in each Mortgage File are appropriate for their represented
purposes, or are other than what they purport to be on their face.

            The Trustee acknowledges receipt of notice that the Depositor has
assigned to the Trustee for the benefit of the Certificateholders all of the
Depositor's right, title and interest in and to the Mortgage Loans, the REMIC I
Regular Interests, the REMIC II Regular Interests, and the assets of Class
EI/Class EI-L3 Grantor Trust and that, in the event such assignment is not
upheld as an absolute sale, that the Depositor has granted to the Trustee for
the benefit of Certificateholders a security interest in such items.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement including but not limited to Section 2.2.


                                WELLS FARGO BANK, N.A., as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                             SCHEDULE OF EXCEPTIONS


<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                October 25, 2005

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

Morgan Stanley Mortgage Capital Inc.
1585 Broadway
New York, NY 10036

IXIS Real Estate Capital Inc.
9 West 57th Street, 36th Floor
New York, New York 10019

Union Central Mortgage Funding, Inc.
312 Elm Street, Suite 2525
Cincinnati, Ohio 45202

SunTrust Capital Markets Inc.
303 Peachtree Street
Atlanta, Georgia 30308

NCB, FSB
1725 Eye Street, N.W., Suite 600
Washington, D.C. 20006

Massachusetts Mutual Life Insurance Company
1500 Main Street, Suite 2100,
Springfield, Massachusetts 01115,

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006

J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas 75248

J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas 75248

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ10

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (vi), (viii) and (xii) of the definition of "Mortgage File" required to be
in the Mortgage File, and any documents required to be included in the Mortgage
File pursuant to all other clauses of the definition of "Mortgage File" (to the
extent required to be delivered pursuant to the Pooling and Servicing Agreement
and any applicable Primary Servicing Agreement), to the extent actually known by
a Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement (assuming that, with respect to the documents referred to in
clause (xii) of the definition of Mortgage File, an original letter of credit in
the possession of the Trustee is not so required, unless a Responsible Officer
of the Trustee has actual knowledge to the contrary), are in its possession, (b)
such documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, (c) based on its examination and only as to the
Mortgage Note and the Mortgage or the appraisal of the related Mortgaged
Property, the street address of the Mortgaged Property set forth in the Mortgage
Loan Schedule accurately reflects the information contained in the documents in
the Mortgage File, and (d) each Mortgage Note has been endorsed as required by
the terms of the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any of
the documents contained in each Mortgage File are appropriate for their
represented purposes, or are other than what they purport to be on their face or
are in recordable form.

            The Trustee acknowledges receipt of notice that the Depositor has
assigned to the Trustee for the benefit of the Certificateholders all of the
Depositor's right, title and interest in and to the Mortgage Loans, the REMIC I
Regular Interests, the REMIC II Regular Interests, and the assets of Class
EI/Class EI-L3 Grantor Trust and that, in the event such assignment is not
upheld as an absolute sale, that the Depositor has granted to the Trustee for
the benefit of Certificateholders a security interest in such items.

            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.


                               WELLS FARGO BANK, N.A., as Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                             SCHEDULE OF EXCEPTIONS


<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

                                          [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10

            In connection with the administration of the Mortgage File held by
or on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of October 1, 2005 (the "Pooling and Servicing Agreement"), among
Morgan Stanley Capital I Inc., as depositor, GMAC Commercial Mortgage
Corporation, as general master servicer (the "General Master Servicer"), NCB,
FSB, as NCB master servicer (the "NCB Master Servicer" and, together with the
General Master Servicer, as applicable, the "Master Servicer"), J.E. Robert
Company, Inc., as general special servicer (the "General Special Servicer"),
National Consumer Cooperative Bank, as co-op special servicer (the "Co-op
Special Servicer" and, together with the General Special Servicer, as
applicable, the "Special Servicer"), and you as trustee, paying agent and
certificate registrar (in such capacity, the "Trustee"), the undersigned as a
[Master][Special] Servicer hereby requests a release of the Mortgage File (or
the portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

Property Name:
Address:
Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______   1.       Mortgage Loan paid in full.

            (Such [Master] [Special] Servicer hereby certifies that all amounts
received in connection with ______________ the Mortgage Loan have been or will
be, following such [Master] [Special] Servicer's release ______________ of the
Trustee Mortgage File, credited to the Certificate Account or the Distribution
Account ______________ pursuant to the Pooling and Servicing Agreement.)

______   2.       Mortgage Loan repurchased.

                  (Such [Master] [Special] Servicer hereby certifies that the
                  Purchase Price has been credited to the Distribution Account
                  pursuant to the Pooling and Servicing Agreement.)

______   3.       Mortgage Loan Defeased.

______   4.       Mortgage Loan substituted.

                  (Such [Master] [Special] Servicer hereby certifies that a
                  Qualifying Substitute Mortgage Loan has been assigned and
                  delivered to you along with the related Trustee Mortgage File
                  pursuant to the Pooling and Servicing Agreement.)

______   5.       The Mortgage Loan is being foreclosed.

______   6.       Other.  (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       [Name of applicable [Master] [Special]
                                          Servicer]



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS TO DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Global Securitization Trust Services Group-- Morgan Stanley Capital I
           Inc., as depositor, Commercial Mortgage Pass-Through _____
           Certificates, Series 2005-IQ10


      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10, Class [__] (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of October 25, 2005 (the "Closing Date") of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates"). The
Transferred Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 2005 (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), GMAC
Commercial Mortgage Corporation, as general master servicer, NCB, FSB, as NCB
master servicer, J.E. Robert Company, Inc., as general special servicer,
National Consumer Cooperative Bank, as co-op special servicer, and you as
trustee, paying agent and certificate registrar. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation by means of
      general advertising or in any other manner, or (e) taken any other action,
      which (in the case of any of the acts described in clauses (a) through (e)
      hereof) would constitute a distribution of any Transferred Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Transferred Certificate a violation of
      Section 5 of the Securities Act or any state securities laws, or would
      require registration or qualification of any Transferred Certificate
      pursuant to the Securities Act or any state securities laws.

                                          Very truly yours,



                                          ____________________________________
                                          (Transferor)



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________


<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Global Securitization Trust Services Group-- Morgan Stanley Capital I
           Inc., as depositor, Commercial Mortgage Pass-Through _____
           Certificates, Series 2005-IQ10

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial Certificate Principal Balance or
Notional Amount as of October 25, 2005 (the "Closing Date") of [$__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1,
2005 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
Inc., as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as
general master servicer, NCB, FSB, as NCB master servicer, J.E. Robert Company,
Inc., as general special servicer, National Consumer Cooperative Bank, as co-op
special servicer, and you as trustee, paying agent and certificate registrar.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement, (e) any credit enhancement
      mechanism associated with the Transferred Certificates and (f) all related
      matters that it has requested.


                                          Very truly yours,


                                          ____________________________________
                                          (Transferee)



                                       By:____________________________________
                                          Name: ______________________________
                                          Title: _____________________________


<PAGE>

                             ANNEX 1 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the commercial mortgage pass-through certificate being transferred
(the "Transferred Certificate") as described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

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

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

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

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___   ___   Will  the   Transferee   be   purchasing   the   Transferred
      Yes   No    Certificate only for the
                  Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                          ____________________________________
                                          Print Name of Transferee



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________


<PAGE>

                             ANNEX 2 TO EXHIBIT D-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 Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificates") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A") because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___   ___   Will  the   Transferee   be   purchasing   the   Transferred
      Yes   No    Certificates only for the
                  Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       _______________________________________
                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:


                                       _______________________________________
                                       Print Name of Transferee

                                       Date:__________________________________


<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                          [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Global Securitization Trust Services Group-- Morgan Stanley Capital I
           Inc., as depositor, Commercial Mortgage Pass-Through _____
           Certificates, Series 2005-IQ10


      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ________________________ (the
"Transferee") of Class ___ Certificates [having an initial Certificate Principal
Balance as of October 25, 2005 (the "Closing Date") of $__________][evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1,
2005 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
Inc., as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as
general master servicer, NCB, FSB, as NCB master servicer, J.E. Robert Company,
Inc., as general special servicer, National Consumer Cooperative Bank, as co-op
special servicer, and you, as trustee, paying agent and certificate registrar.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificates belong has not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Class of Certificates to which the Transferred Certificates belong, and
      (c) no Transferred Certificate may be resold or transferred unless it is
      (i) registered pursuant to the Securities Act and registered or qualified
      pursuant any applicable state securities laws or (ii) sold or transferred
      in transactions which are exempt from such registration and qualification
      and the Certificate Registrar has received either: (A) a certificate from
      the Certificateholder desiring to effect such transfer substantially in
      the form attached as Exhibit D-1 to the Pooling and Servicing Agreement
      and a certificate from such Certificateholder's prospective transferee
      substantially in the form attached either as Exhibit D-2A or as Exhibit
      D-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel
      satisfactory to the Certificate Registrar with respect to the availability
      of such exemption from registration under the Securities Act, together
      with copies of the written certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate except in compliance with the
      provisions of Section 3.3 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed.

            4. Transferee understands that each Transferred Certificate will
      bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN 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.

            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.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Certificate or any other similar security with any person
      in any manner, (d) made any general solicitation by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security, which (in the case of any of
      the acts described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any Person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificate; the Transferee has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision; and the Transferee is able to bear
      the economic risks of such investment and can afford a complete loss of
      such investment.


                                       Very truly yours,



                                       _______________________________________
                                       (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ10, Class (the
            "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of October 25, 2005 (the "Closing Date")
of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), GMAC Commercial Mortgage Corporation, as general master servicer,
NCB, FSB, as NCB master servicer, J.E. Robert Company, Inc., as general special
servicer, National Consumer Cooperative Bank, as co-op special servicer, and
Wells Fargo Bank, N.A., as trustee, paying agent and certificate registrar. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) none of the
      Depositor, the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) no interest in the
      Certificates may be sold or transferred unless it is (i) registered
      pursuant to the Securities Act and registered or qualified pursuant to any
      applicable state securities laws or (ii) sold or transferred in
      transactions which are exempt from such registration and qualification and
      the Certificate Owner desiring to effect such transfer has received either
      (A) a certification from such Certificate Owner's prospective transferee
      (substantially in the form attached to the Pooling and Servicing
      Agreement) setting forth the facts surrounding the transfer or (B) an
      opinion of counsel with respect to the availability of such exemption,
      together with copies of the certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

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

            NO TRANSFER OF THIS CERTIFICATE TO 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.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate, any interest in any Certificate
      or any similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an institutional "accredited investor" as
      defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Certificates; the Transferee has sought such accounting, legal and tax
      advice as it has considered necessary to make an informed investment
      decision; and the Transferee is able to bear the economic risks of such an
      investment and can afford a complete loss of such investment.


                                       Very truly yours,



                                       _______________________________________
                                       (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                          [Date]

[TRANSFEROR]

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10, Class (the "Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of October 25, 2005 (the "Closing Date")
of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), GMAC Commercial Mortgage Corporation, as general master servicer,
NCB, FSB, as NCB master servicer, J.E. Robert Company, Inc., as general special
servicer, National Consumer Cooperative Bank, as co-op special servicer, and
Wells Fargo Bank, N.A., as trustee, paying agent and certificate registrar. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate or any interest therein may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificate belongs have not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Certificates and (c) no interest in the Certificates may be sold or
      transferred unless it is (i) registered pursuant to the Securities Act and
      registered or qualified pursuant to any applicable state securities laws
      or (ii) sold or transferred in transactions which are exempt from such
      registration and qualification and the Certificate Owner desiring to
      effect such transfer has received either (A) a certification from such
      Certificate Owner's prospective transferee (substantially in the form
      attached to the Pooling and Servicing Agreement) setting forth the facts
      surrounding the transfer or (B) an opinion of counsel with respect to the
      availability of such exemption, together with copies of the
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

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

            NO TRANSFER OF THIS CERTIFICATE TO 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.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.


                                       Very truly yours,



                                       _______________________________________
                                       (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                             ANNEX 1 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the commercial mortgage pass-through certificate being transferred
(the "Transferred Certificate") as described in the Transferee Certificate to
which this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

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

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

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

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___   ___   Will  the   Transferee   be   purchasing   the   Transferred
      Yes   No    Certificate only for the
                  Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.



                                       _______________________________________
                                       Print Name of Transferee



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___   ___   Will  the   Transferee   be   purchasing   the   Transferred
      Yes   No    Certificate only for the
                  Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       _______________________________________
                                       Print Name of Transferee or Adviser


                                       By:____________________________________
                                          Name:
                                          Title:


                                       IF AN ADVISER:


                                       _______________________________________
                                       Print Name of Transferee

                                       Date:__________________________________


<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES



STATE OF                )
                        ss:
COUNTY OF               )

            ____________________,  being  first duly  sworn,  deposes and says
that:

            1.    He/She is the ____________________ of ____________________
(the prospective transferee (the "Transferee") of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10, Class [R-I]
[R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

            2.    The Transferee (i) is, and as of the date of transfer will be,
a "Permitted Transferee" and will endeavor to remain a "Permitted Transferee"
for so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization," a possession of the United States or a
person with respect to whom income from the Residual Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
Person. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3.    The Transferee is aware (i) of the tax that would be imposed
on transfers of the Residual Certificates to "disqualified organizations" under
the Code that applies to all transfers of the Residual Certificates; (ii) that
such tax would be on the transferor or, if such transfer is through an agent
(which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person an affidavit that the transferee is a Permitted Transferee and, at the
time of transfer, such Person does not have actual knowledge that the affidavit
is false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

            4.    The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            5.    The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Certificates by the Transferee unless
the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

            6.    The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

            7.    The   Transferee's   taxpayer   identification   number   is
_________________.

            8.    The Transferee has reviewed the provisions of Section 3.3(e)
of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificates (in particular, clause (F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

            9.    No purpose of the Transferee relating to its purchase or any
sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10.   The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            11.   The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

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

            13.   The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other United States Tax Person.

            14.   Check the applicable paragraph:

            [ ]   The present value of the anticipated tax liabilities
associated with holding the Residual Certificate, as applicable, does not exceed
the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Residual Certificate;

            (ii)  the present value of the expected future distributions on such
                  Residual Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Residual Certificate as the related REMIC
                  generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            [ ]   That the transfer of the Residual Certificate complies with
U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Residual Certificate will only be taxed
                  in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Residual Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Residual Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

                  [ ]   None of the above.

            IN WITNESS  WHEREOF,  the Transferee has caused this instrument to
be  executed  on its  behalf,  pursuant  to the  authority  of  its  Board  of
Directors, by its  ____________________  and its corporate seal to be hereunto
attached this day of ___________, ____.


                                       [NAME OF TRANSFEREE]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]


<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                          _______________, 20__

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Global Securitization Trust Services Group-- Morgan Stanley Capital I
      Inc., as depositor, Commercial Mortgage Pass-Through _____ Certificates,
      Series 2005-IQ10

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10, Class (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 October 1, 2005 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), GMAC Commercial Mortgage Corporation, as general master servicer,
NCB, FSB, as NCB master servicer, J.E. Robert Company, Inc., as general special
servicer, National Consumer Cooperative Bank, as co-op special servicer, and
you, as trustee, paying agent and certificate registrar. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

            1.    No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

            2.    The Transferor understands that the Transferee has delivered
to you a Transfer Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

            3.    The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

            4.    The Transferor does not know and has no reason to know that
(i) any of the statements made by the Transferee under the Transfer Affidavit
are false or (ii) the Transferee will not honor the restrictions on subsequent
transfers by the Transferee under the Transfer Affidavit and Agreement,
delivered in connection with this transfer.


                                       Very truly yours,



                                       _______________________________________
                                       (Transferor)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                    EXHIBIT F

    FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF REGULATION S CERTIFICATES

                          Morgan Stanley Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                  Series 2005-IQ10, Class (the "Certificates")

TO:    Morgan Guaranty Trust Company
       of New York, Brussels Office
       Euroclear Operation Center
       or
       Clearstream Banking, societe anonyme

            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: __________, 20[__]



                                       By: ___________________________________
                                          As, or as agent for, the beneficial
                                          owner(s) of the Certificates to
                                          which this certificate relates.


<PAGE>

                                    EXHIBIT G

                                    Reserved


<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                                          __________ __, 200_

TO:   The Depository Trust Company

      CLEARSTREAM BANK, S. A. or
      Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center

      GMAC Commercial Mortgage Corporation, as General Master Servicer

      NCB, FSB, as NCB Master Servicer

      J.E. Robert Company, Inc., as General Special Servicer

      National Consumer Cooperative Bank, as Co-op Special Servicer

      Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate
      Registrar

            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 2005-IQ10, 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 ID No.:

            The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
Certificate(1) for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S.[$25,000] [$100,000] and integral multiples of U.S. $1 in excess
thereof for each such account.


                                       Very truly yours,


                                       [NAME OF HOLDER OF CERTIFICATE]



                                       By:____________________________________
                                          [Name], [Chief Financial
                                          or other Executive Officer]


-------------------------
(1) [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE
FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY
TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]

<PAGE>

                                    EXHIBIT I

                  FORM OF EUROCLEAR OR CLEARSTREAM CERTIFICATE

                          Morgan Stanley Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                  Series 2005-IQ10, Class ___ (the "Certificates")

TO:   Wells Fargo Bank, N.A., as Certificate Registrar

      Attn: Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through _____
            Certificates, Series 2005-IQ10

            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  October  1,  2005  (the  "Pooling  and
Servicing   Agreement")  among  you,  Morgan  Stanley  Capital  I  Inc.,  GMAC
Commercial  Mortgage  Corporation,   NCB,  FSB,  J.E.  Robert  Company,  Inc.,
National  Consumer   Cooperative  Bank,  and  Wells  Fargo  Bank,  N.A.,  U.S.
$__________  principal amount of the  above-captioned  Certificates held by us
or on our behalf are beneficially owned by (a) non-U.S.  person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions  that did not require
registration  under the United States  Securities Act of 1933, as amended (the
"Securities  Act"). As used in this paragraph,  the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:



                                       [MORGAN GUARANTY TRUST COMPANY OF NEW
                                       YORK, Brussels office, as operator of the
                                       Euroclear System]


                                       or


                                       [CLEARSTREAM BANK, S.A.]



                                       By:____________________________________


<PAGE>

                                    EXHIBIT J

            LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

NCB,FSB     Cannon Point North, Inc.
NCB,FSB     Barrett Office Center I & II
NCB,FSB     Fountains Clove Road Apartments, Inc
NCB,FSB     33 Greenwich Owners Corp.
NCB,FSB     Neptune Towers Cooperative, Inc.
NCB,FSB     720 Park Avenue Corporation
NCB,FSB     60 E. 9th St. Owners Corp.
NCB,FSB     700 Park Corp.
NCB,FSB     Park 65 Realty Corp.
NCB,FSB     Chateau Villa Corp.
NCB,FSB     16 N. Broadway Owners, Inc.
NCB,FSB     Gateway Apartment Owners Corp.
NCB,FSB     280-290 Collins Owners Corp.
NCB,FSB     Anchorage Airport Business Park
NCB,FSB     Colonial Park Townehouses Cooperative, Inc.
NCB,FSB     FBI Annex Building
NCB,FSB     233 East 70th Street Owners Corp.
NCB,FSB     67th Road Housing Corporation
NCB,FSB     357 East 57th Street Realty Corp.
NCB,FSB     350 Cabrini Owners Corp.
NCB,FSB     Bleecker Tower Tenants Corp.
NCB,FSB     310 Lexington Owners Corp.
NCB,FSB     309-317 West 93 Owners Corp.
NCB,FSB     319 East 50th Street Owners Corp.
NCB,FSB     Croyden Apts., Inc.
NCB,FSB     Centrentset Corp.
NCB,FSB     Vermont Owners Corp.
NCB,FSB     Connecticut Owners Corp.
NCB,FSB     AMTI Building
NCB,FSB     Harrison Commons, Ltd.
NCB,FSB     Roblinn Corp.
NCB,FSB     St. Francis Apartments
NCB,FSB     230 Tenants Corporation
NCB,FSB     61 Bronx River Road Owners, Inc.
NCB,FSB     86-10 Owners Corp.
NCB,FSB     Mansion House Owners Corp.
NCB,FSB     444 East 87th Street Owners Corp.
NCB,FSB     The Shops at Thames Boulevard
NCB,FSB     Rite Aid Drug Store
NCB,FSB     116 East 63rd Street Corporation
NCB,FSB     Starbucks Plaza
NCB,FSB     320 W. 89th St. Owners Corp.
NCB,FSB     74th Street Apartments, Inc.
NCB,FSB     328 Owners Corp.
NCB,FSB     40 W. 22nd St. Tenants Cooperative Corp.
NCB,FSB     225 Park Owners Corp.
NCB,FSB     Grand Loft Corporation
NCB,FSB     Spring Street Studio, Inc.
NCB,FSB     Two Jane Street Owners Corp.
NCB,FSB     119 West 71st Street Owners Corp.
NCB,FSB     Clark Street Tenants Corp.
NCB,FSB     Bleecker Street Operating Corp.
NCB,FSB     162 East 80th Tenants Inc.
NCB,FSB     166 West 76th Apartment Corp.
NCB,FSB     Palmer Avenue Owners, Inc.
NCB,FSB     687 West 204th Street Corporation
NCB,FSB     324 East 35th Street Owners Corp.
NCB,FSB     Remsen Owners Corporation
NCB,FSB     Pondfield Apartments Inc.
NCB,FSB     Whitney Realty Corp.
NCB,FSB     375 Lincoln Place
NCB,FSB     20-26 North Moore Street Corp.
NCB,FSB     146 West 82 Owners' Corp.
NCB,FSB     133 Mercer St. Housing Corp.
NCB,FSB     467 Pacific Owners Corp.
NCB,FSB     55 Midblock Tenants Corp.
NCB,FSB     Dylan House, Ltd.
NCB,FSB     Bethany Crest Cooperative Corporation No. 6
NCB,FSB     Sea Breeze Town Houses Owners, Inc.
NCB,FSB     121 W. 82 Corp.
NCB,FSB     Wooster 100 Realty, Ltd.
NCB,FSB     30 Wall Street Apartment Corporation
NCB,FSB     18 Housing Corporation
NCB,FSB     170 East 92nd Street Owners, Inc.
NCB,FSB     155 W. 80 Realty Corp.
NCB,FSB     Quaboag Valley Mobile Home Park
NCB,FSB     Mid-Carroll Corp.
NCB,FSB     102 Bedford Street Owners Corp.
NCB,FSB     39 1/2 Washington Square Corp.
NCB,FSB     Fifth 169 Owners Corp.
NCB,FSB     112 East 83rd Street Tenants' Corp.


<PAGE>

                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I
                                     (MSMC)



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                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (MSMC LOANS)

            Mortgage Loan Purchase Agreement (this  "Agreement"),  dated as of
October 1, 2005,  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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc.,
SunTrust Capital Markets Inc. and IXIS Securities North America Inc.
(collectively, the "Underwriters"), pursuant to an Underwriting Agreement,
between the Purchaser and the Underwriters, dated October 12, 2005 (the
"Underwriting Agreement"), and the Class X-1, Class X-Y, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
EI, Class EI-L3, Class R-I, Class R-II and Class R-III Certificates
(collectively, 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 October 12, 2005 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated June 7, 2005, as supplemented by a Prospectus Supplement dated October 12,
2005 (together, the "Prospectus Supplement"), and the Initial Purchaser will
offer the Private Certificates (other than the Class R-I, Class R-II and Class
R-III Certificates) for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum, dated as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.01 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of October 2005. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $1,556,862,539. The sale of the Mortgage Loans shall take place on
October 25, 2005 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 15), 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 15).

            Section 1.02 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated October 1, 2005, will be executed by the Seller and the General
Master Servicer, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the applicable
Special Servicer to empower the Trustee, the applicable Master Servicer and, in
the event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the applicable Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the
applicable Master Servicer and the applicable Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such parties for purposes of such recordation. The parties hereto agree that
no such power of attorney shall be used with respect to any Mortgage Loan by or
under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
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
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10," which assignment may be effected in the related Assignment of
Mortgage;

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

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for 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) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

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

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered 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 the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 1.03 Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.04 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 New York. The Seller has
      the requisite power and authority and legal right to own the Mortgage
      Loans and to transfer and convey the Mortgage Loans to the Purchaser and
      has the requisite power and authority to execute and deliver, engage in
      the transactions contemplated by, and perform and observe the terms and
      conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of October 12, 2005,
      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
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
      hereby covenants that the foregoing representations and warranties and
      those set forth on Exhibit 2 hereto will be true and correct in all
      material respects on and as of the Closing Date with the same effect as if
      made on the Closing Date, provided that any representations and warranties
      made as of a specified date shall be true and correct in all material
      respects as of such specified date.

            Each of the representations, warranties and covenants made by the
      Seller pursuant to this Section 4(a) shall survive the sale of the
      Mortgage Loans and shall continue in full force and effect notwithstanding
      any restrictive or qualified endorsement on the Mortgage Notes.

            (viii) To induce the Seller to enter into this Agreement, the
      Purchaser hereby represents and warrants to the Seller as of the date
      hereof:

            (ix) 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.

            (x) 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.

            (xi) 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.

            (xii) 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.

            (xiii) 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.

            (xiv) 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.

            (xv) 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 1.05 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is 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
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, prior to such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agree that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

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

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 39 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 1.06 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing
Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.07 Closing Documents. The Closing Documents shall consist
of the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, 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 1.08 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 October 1, 2005.

            Section 1.09 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Morgan Stanley Mortgage Capital Inc., 1585 Broadway, New York, New York 10036,
Attention: Timothy Gallagher, with a copy to Michelle Wilke.

            Section 1.10 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 1.11 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 1.12 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 1.13 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.14 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.15 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 1.16 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       MORGAN STANLEY MORTGAGE CAPITAL INC.



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:




<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is 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.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have validly and effectively conveyed to the Purchaser all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since December 17, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

      (13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor is the legal, valid and
binding obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) 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;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            D. 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;

            E. 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.

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            H. 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;

            I. 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;

            J. 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; and

            K. Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the mortgagee
      without the prior written consent of the mortgagee under such Mortgage
      Loan, and any such action without such consent is not binding on such
      mortgagee, its successors or assigns; provided, however, that termination
      or cancellation without such consent may be binding on the mortgagee if
      (i) an event of default occurs under the Ground Lease, (ii) notice is
      provided to the mortgagee and (iii) such default is curable by the
      mortgagee as provided in the Ground Lease but remains uncured beyond the
      applicable cure period.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) [Reserved].

      (40) 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.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

      (43) Authorized to do Business. To the extent required under applicable
law as of the date of origination, and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located at all times when it originated and held the Mortgage Loan.

      (44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-off Date that is greater than or equal to
$20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. 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 Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly 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.

      (45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan, the related Mortgage Loan Documents require the related Mortgagor, in some
cases at the request of the lender, to provide to the holder of such Mortgage
Loan operating statements and rent rolls not less frequently than annually
(except if the Mortgage Loan has an outstanding principal balance of less than
or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged Property
has only one tenant, in either of which cases, the Mortgage Loan Documents
require the Mortgagor, in some cases at the request of the lender, to provide to
the holder of such Mortgage Loan operating statements and (if there is more than
one tenant) rent rolls and/or financial statements of the Mortgagor annually),
and such other information as may be required therein.

      (46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS



Representation No. 24:  Cross Collateralization

Loan Nos. 13 - 14,  Marriott  Courtyard and Marriott  Residence Inn - Downtown
Houston:  Marriott Courtyard is  cross-collateralized  with Marriott Residence
Inn.

Loan Nos. 33 - 34, Wingate Inn Portfolio  (East Windsor Park and  Jacksonville
Airport):  East  Windsor  Park  is   cross-collateralized   with  Jacksonville
Airport.

Representation No. 25:  Releases of Mortgaged Property

Loan Nos. 33 - 34, Wingate Inn Portfolio (East Windsor Park and Jacksonville
Airport): The Mortgage Loan documents permit a release of one of the Mortgaged
Properties from the lien of the related mortgage subject to the Mortgagor
satisfying various conditions including (a) payment of the applicable prepayment
fee; and (b) payment of 125% of the allocated loan amount of the Mortgaged
Property being released; provided that (i) the DSCR for the Mortgage Loan that
remains outstanding after such release is not less than 1.45x and (ii) the LTV
for Mortgage Loan that remains outstanding after such release is no greater than
75%.

Representation No. 36: Non-Recourse Exceptions

Loan No. 1 195 Broadway: The non-recourse carveout guarantor and environmental
indemnitor for the Mortgage Loan is not a natural person, but rather the
Mortgagor.

Loan No. 8 Key West Hilton Resort: Breaches of the Environmental Indemnity
Agreement are not recourse to a natural person, but rather recourse to the
Mortgagor, Tannex Development Corp.

Loan No. 9 Six Penn Center: Breaches of the Guaranty of Payment and
Environmental Indemnity Agreement are neither recourse to a natural person nor
to the Mortgagor, but rather recourse to Lexington Corporate Properties Trust
and Pitcairn Properties Holdings, Inc., controlling entities of the Mortgagor.

Loan No. 17 Derry Meadows Shoppes: The non-recourse carveout guarantor and
environmental indemnitor for the Mortgage Loan is neither the Mortgagor nor a
natural person, but rather Mariner World Income Property Inc., the parent
company of the Mortagagor.

Loan No. 36 Portsmouth Courtyard by Marriott: The Guaranty for fraud,
misappropriation of rents, misrepresentation, voluntary bankruptcy and
environmental indemnity agreement are not recourse to a natural person, but
rather recourse to the Mortgagor.

Loan No. 57 Food World Demopolis: Breaches of the fraud non-recourse carve-out
and environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Loan No. 60 Food World Gardendale: Breaches of the fraud non-recourse carve-out
and environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Loan No. 70 BI-LO Chattanooga: Breaches of the fraud carve-out and environmental
provisions are not recourse to a natural person, but rather recourse to the
Sponsor H&R REIT (U.S.) Holdings, Inc.

Loan No. 71 Sportsman Warehouse - Bend: Breaches of the Guaranty of Payment and
Environmental Indemnity Agreement are not recourse to a natural person, but
rather recourse to Hidden Springs Limited Partnership and KMC Limited
Partnership.

Loan No. 73 BI-LO Dayton: Breaches of the fraud non-recourse carve-out and
environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Loan No. 81 Home Depot Overland: Breaches of the Guaranty of Payment and
Environmental Indemnity Agreement are not recourse to a natural person, but
rather recourse to the sponsor, Shadrall Associates.

Loan No. 87 Food World East Gadsen: Breaches of the fraud non-recourse carve-out
and environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Loan No. 110 BI-LO Blairsville: Breaches of the fraud non-recourse carve-out and
environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Loan No. 129 BI-Lo Hartsville: Breaches of the fraud non-recourse carve-out and
environmental provisions are not recourse to a natural person, but rather
recourse to the sponsor, H&R REIT (U.S.) Holdings, Inc.

Representation No. 44: Terrorism Insurance

Loan No. 81 Home Depot Overland: The insurance policies in place do not cover
losses at the related Mortgage Property from acts of terrorism and the related
Mortgage Loan documents do not require the related Mortgagor to obtain insurance
that covers such losses.

Loan No. 97 Lowe's Ground Lease: The insurance policies in place do not cover
losses at the related Mortgage Property from acts of terrorism and the related
Mortgage Loan documents do not require the related Mortgagor to obtain insurance
that covers such losses.


<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)


<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      $[_]
            Accrued Interest                    $[_]
                                                ----------------
            Total                               $[_]



<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 October 1, 2005 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


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

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045



                            LIMITED POWER OF ATTORNEY



            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 1585 Broadway, New York, New York
10036, Attention: Andrew Berman (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint GMAC Commercial
Mortgage Corporation, having an address of 200 Witmer Road, Horsham,
Pennsylvania 19044, Attention: Managing Director, Commercial Servicing
Operations (the "General Master Servicer"), J.E. Robert Company, Inc., having an
address of 15660 N. Dallas Parkway, Suite 1100, Dallas, Texas, 75248, Attention:
Debra Morgan, (the "General Special Servicer") and Wells Fargo Bank, N.A.,
having an address of 9062 Old Annapolis Road, Columbia, Maryland 21045 (the
"Trustee") as the true and lawful attorneys-in-fact for the undersigned, in its
name, place and stead, and for its use and benefit:

            1. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, General 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, dated as of October 1, 2005 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee, and Wells Fargo Bank, N.A., as Paying Agent and
Certificate Registrar with respect to the Trust and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            2. This power of attorney shall be limited to the above-mentioned
exercise of power.

            3. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            4. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          MORGAN STANLEY MORTGAGE
                                       CAPITAL INC.



___________________________            By:________________________
Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



<PAGE>

                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II
                                     (IXIS)



<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (IXIS LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 1, 2005, between IXIS Real Estate 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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc.,
SunTrust Capital Markets Inc. and IXIS Securities North America Inc.
(collectively, the "Underwriters"), pursuant to an Underwriting Agreement,
between the Purchaser and the Underwriters, dated October 12, 2005 (the
"Underwriting Agreement"), and the Class X-1, Class X-Y, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
EI, Class EI-L3, Class R-I, Class R-II and Class R-III Certificates
(collectively, 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 October 12, 2005 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated June 7, 2005, as supplemented by a Prospectus Supplement dated October 12,
2005 (together, the "Prospectus Supplement"), and the Initial Purchaser will
offer the Private Certificates (other than the Class R-I, Class R-II and Class
R-III Certificates) for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum, dated as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.17 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of October 2005. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $1,556,862,539. The sale of the Mortgage Loans shall take place on
October 25, 2005 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 15), 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 15).

            Section 1.18 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated October 1, 2005, will be executed by the Seller and the General
Master Servicer, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the applicable
Special Servicer to empower the Trustee, the applicable Master Servicer and, in
the event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the applicable Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the
applicable Master Servicer and the applicable Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such parties for purposes of such recordation. The parties hereto agree that
no such power of attorney shall be used with respect to any Mortgage Loan by or
under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
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
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10," which assignment may be effected in the related Assignment of
Mortgage;

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

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for 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) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
applicable Master Servicer and, with respect to each franchise agreement,
provide a franchise comfort letter to the franchisor on or prior to the date
that is thirty (30) days after the Closing Date. After the Closing Date, with
respect to any letter of credit that has not yet been assigned to the Trust,
upon the written request of the applicable Master Servicer or the applicable
Primary Servicer, the Seller will draw on such letter of credit as directed by
the applicable Master Servicer or such Primary Servicer in such notice to the
extent the Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to or at the direction
of the applicable Master Servicer, on behalf of the Purchaser, on or prior to
the 75th day after the Closing Date, in accordance with the Primary Servicing
Agreement, if applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the applicable Master Servicer and satisfy Seller's obligations
under this sub-paragraph. Each of the foregoing items shall be delivered by the
Seller in electronic form, to the extent such document is available in such form
and such form is reasonably acceptable to the applicable Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
applicable Master Servicer as set forth herein, subject to the requirements of
the Primary Servicing Agreement. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the applicable 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 1.19 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 applicable Special Servicer and each Rating Agency
to examine and audit all books, records and files pertaining to the Mortgage
Loans, the Seller's underwriting procedures and the Seller's ability to perform
or observe all of the terms, covenants and conditions of this Agreement. Such
examinations and audits shall take place at one or more offices of the Seller
during normal business hours and shall not be conducted in a manner that is
disruptive to the Seller's normal business operations upon reasonable prior
advance notice. In the course of such examinations and audits, the Seller will
make available to such representatives of any of the Purchaser, each
Underwriter, the Initial Purchaser, the Trustee, the applicable 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 applicable Master Servicer
or Primary Servicer, if applicable, with any additional information identified
by the applicable Master Servicer or Primary Servicer, if applicable, as
necessary to complete the CMSA Property File, to the extent that such
information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.20 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 New York. The Seller has
      the requisite power and authority and legal right to own the Mortgage
      Loans and to transfer and convey the Mortgage Loans to the Purchaser and
      has the requisite power and authority to execute and deliver, engage in
      the transactions contemplated by, and perform and observe the terms and
      conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of October 12, 2005,
      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
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 1.21 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is 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
party; provided that any breach of the representation and warranty contained in
paragraph (38) 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 applicable Master Servicer shall, and the applicable Special
Servicer may, request that the Seller, not later than 90 days from the Seller's
receipt of the notice of such Material Document Defect or Material Breach, cure
such Material Document Defect or Material Breach, as the case may be, in all
material respects; provided, however, that if such Material Document Defect or
Material Breach, as the case may be, cannot be corrected or cured in all
material respects within such 90-day period, and such Material Document Defect
or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code), but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, upon such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agreed that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the applicable Master Servicer) will take the
steps described elsewhere in this Section, including the giving of notices to
the Rating Agencies and the parties hereto and making demand upon the 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 Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. 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 applicable Master Servicer or Special Servicer, as applicable, shall
be required to notify the Seller of the discovery of the Material Document
Defect or Material Breach and the Seller shall be required to follow the
procedures set forth in this Agreement to correct or cure such Material Document
Defect or Material Breach or purchase the REO Property at the Purchase Price. If
the Seller fails to correct or cure the Material Document Defect or Material
Breach or purchase the REO Property, then the provisions above regarding notice
of offers related to such REO Property and the Seller's right to purchase such
REO Property shall apply. If a court of competent jurisdiction issues a final
order that the Seller is or was obligated to repurchase the related Mortgage
Loan or REO Mortgage Loan or the Seller otherwise accepts liability, then, after
the expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the applicable Special Servicer will not receive a
Liquidation Fee in connection with such liquidation or sale or any portion of
the Work-Out Fee that accrues after the Seller receives notice of a Material
Document Defect or Material Breach until a final determination has been made, as
set forth in the prior paragraph, as to whether the Seller is or was obligated
to repurchase such related Mortgage Loan or REO Property. Upon such
determination, the applicable Special Servicer will be entitled: (i) with
respect to a determination that the Seller is or was obligated to repurchase, to
collect a Liquidation Fee, if due in accordance with the definition thereof,
based upon the full Purchase Price of the related Mortgage Loan or REO property,
with such Liquidation Fee payable by the Seller or (ii) with respect to a
determination that Seller is not or was not obligated to repurchase (or the
Trust decides that it will no longer pursue a claim against the Seller for
repurchase), (A) to collect a Liquidation Fee based upon the Liquidation
Proceeds as received upon the actual sale or liquidation of such Mortgage Loan
or REO Property, and (B) to collect any accrued and unpaid Work-Out Fee, based
on amounts that were collected for as long as the related Mortgage Loan was a
Rehabilitated Mortgage Loan, in each case with such amount to be paid from
amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 1.22 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing
Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.23 Closing Documents. The Closing Documents shall consist
of the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Secretary of
State of New York dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under New York law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of New York, as
applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, 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 1.24 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 October 1, 2005.

            Section 1.25 [Reserved.]

            Section 1.26 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
IXIS Real Estate Capital, Inc., 9 West 57th Street, 36th Floor, New York, New
York 10019, Attention: Albert Zakes.

            Section 1.27 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 1.28 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 1.29 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 1.30 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.31 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.32 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 1.33 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>


            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       IXIS REAL ESTATE CAPITAL, INC.



                                       By:____________________________________
                                          Name:
                                          Title:



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:
<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is 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.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have validly and effectively conveyed to the Purchaser all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since December 17, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

      (13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor is the legal, valid and
binding obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) 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;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            D. 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;

            E. 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.

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            H. 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;

            I. 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.

            J. 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; and

            K. Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the mortgagee
      without the prior written consent of the mortgagee under such Mortgage
      Loan, and any such action without such consent is not binding on such
      mortgagee, its successors or assigns; provided, however, that termination
      or cancellation without such consent may be binding on the mortgagee if
      (i) an event of default occurs under the Ground Lease, (ii) notice is
      provided to the mortgagee and (iii) such default is curable by the
      mortgagee as provided in the Ground Lease but remains uncured beyond the
      applicable cure period.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) [Reserved]

      (40) 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.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

      (43) Authorized to do Business. To the extent required under applicable
law as of the date of origination, and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located at all times when it originated and held the Mortgage Loan.

      (44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-off Date that is greater than or equal to
$20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. 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 Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly 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.

      (45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan, the related Mortgage Loan Documents require the related Mortgagor, in some
cases at the request of the lender, to provide to the holder of such Mortgage
Loan operating statements and rent rolls not less frequently than annually
(except if the Mortgage Loan has an outstanding principal balance of less than
or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged Property
has only one tenant, in either of which cases, the Mortgage Loan Documents
require the Mortgagor, in some cases at the request of the lender, to provide to
the holder of such Mortgage Loan operating statements and (if there is more than
one tenant) rent rolls and/or financial statements of the Mortgagor annually),
and such other information as may be required therein.

      (46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.

<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

            Rep. 12     Environmental Conditions

            With respect to Loan No 6, Central Mall Fort Smith, an underground
storage tank reserve was created at closing to fund costs to determine and
confirm that there are no USTs on the property and fund costs of removal if
necessary.

            Rep. 14 Insurance

            With respect to Loan No. 10, Cortana Mall the "All Risk" coverage is
in an amount at least equal to the greater of the full insurable replacement
cost of the improvements located on the related mortgaged property and an amount
necessary to avoid co-insurance.


            Rep. 17 Leasehold Estate

            (g) With respect to Loan No 10, Cortana Mall the loan a portion of
the mortgage loan is secured by a fee interest and a portion of the loan is
secured by a leasehold interest relating to an anchor property. In addition,
there is a ground lease with respect to one access road, which is one of six
points of access and egress roads to the Cortana Mall. Both the ground lease
relating to the anchor property and the ground lease relating to the access road
referred to in the preceding sentence expire on a date that is earlier than 20
years (including any extension options) beyond the stated maturity date of the
mortgage loan.

            (l) With respect to Loan No 10, Cortana Mall the loan a portion of
the mortgage loan is secured by a fee interest and a portion of the loan is
secured by a leasehold interest relating to an anchor property. In addition,
there is a ground lease with respect to one access road, which is one of six
points of access and egress roads to the Cortana Mall. The ground lease relating
to the access road referred to in the preceding sentence does not provide that
it may not be amended or modified without the prior written consent of the
mortgagee under such mortgage loan.

            Rep. 25 Release of Mortgaged Property

            With respect to Loan No. 6, Central Mall Fort Smith, provided
certain conditions are satisfied, the Lender is required to release from the
lien of the mortgage any anchor parcels acquired after closing to which the
mortgage has been spread.

            Rep. 36 Non-Recourse Exceptions

            With respect to Loans No. 6, Central Mall Forth Smith and Cortana
Mall, there is no natural person guarantor liable to the holder of the Mortgage
Loans.

With respect to Loans No. 147 and 145, Ridgely Plaza and Windsor Court, the
Borrower is only responsible for "actual losses".



<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)



<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      $[_]
            Accrued Interest                    $[_]
                                                ----------------
            Total                               $[_]



<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

               Seller:     IXIS Real Estate 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 October 1, 2005 (the
      "Mortgage Loan Purchase Agreement"), between the Seller and the Purchaser
      and all of the following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
      Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
      meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


SELLER:                                IXIS REAL ESTATE CAPITAL, INC.



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>


                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045

------

                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 9 West 57th Street, 36th Floor, New
York, New York 10019, Attention: Albert Zakes (the "Seller"), being duly
empowered and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, Horsham,
Pennsylvania 19044, Attention: Managing Director, Commercial Servicing
Operations (the "General Master Servicer"), J.E. Robert Company, Inc., having an
address of 15660 N. Dallas Parkway, Suite 1100, Dallas, Texas, 75248, Attention:
Debra Morgan (the "General Special Servicer") and Wells Fargo Bank, N.A., having
an address of 9062 Old Annapolis Road, Columbia, Maryland 21045 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            5. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, the General 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, dated as of October 1, 2005 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee, and Wells Fargo Bank, N.A., as Paying Agent and
Certificate Registrar with respect to the Trust and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            6. This power of attorney shall be limited to the above-mentioned
exercise of power.

            7. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            8. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          IXIS REAL ESTATE CAPITAL, INC.



___________________________            By:________________________
Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:


<PAGE>

                                   EXHIBIT K-3

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT III
                                      (MM)



<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                   (MM LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 1, 2005, between Massachusetts Mutual Life Insurance Company (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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc.,
SunTrust Capital Markets Inc. and IXIS Securities North America Inc.
(collectively, the "Underwriters"), pursuant to an Underwriting Agreement,
between the Purchaser and the Underwriters, dated October 12, 2005 (the
"Underwriting Agreement"), and the Class X-1, Class X-Y, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
EI, Class EI-L3, Class R-I, Class R-II and Class R-III Certificates
(collectively, 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 October 12, 2005 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated June 7, 2005, as supplemented by a Prospectus Supplement dated October 12,
2005 (together, the "Prospectus Supplement"), and the Initial Purchaser will
offer the Private Certificates (other than the Class R-I, Class R-II and Class
R-III Certificates) for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum, dated as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.34 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule
(the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may
be amended to reflect the actual Mortgage Loans accepted by the Purchaser
pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage
Loan is such Mortgage Loan's Due Date in the month of October 2005. The Mortgage
Loans and the Other Mortgage Loans will have an aggregate principal balance as
of the close of business on the Cut-Off Date, after giving effect to any
payments due on or before such date, whether or not received, of $1,556,862,539.
The sale of the Mortgage Loans shall take place on October 25, 2005 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 1.35 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans, except as set forth in a Servicing
Rights Purchase and Sale Agreement, dated October 1, 2005, which will be
executed by the Seller and the General Master Servicer, identified on the
Mortgage Loan Schedule as of the Closing Date. The Mortgage Loan Schedule, as it
may be amended from time to time on or prior to the Closing Date, shall conform
to the requirements of this Agreement and the Pooling and Servicing Agreement.
In connection with such transfer and assignment, the Seller shall deliver to or
on behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the applicable
Special Servicer to empower the Trustee, the applicable Master Servicer and, in
the event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the applicable Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the
applicable Master Servicer and the applicable Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such parties for purposes of such recordation. The parties hereto agree that
no such power of attorney shall be used with respect to any Mortgage Loan by or
under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 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 in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
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
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10," which assignment may be effected in the related Assignment of
Mortgage;

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

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

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

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

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

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

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and assignments of UCC financing statements
relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and the assignments of UCC financing statements shall name the
Trustee on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to the Master Servicer
or the applicable Primary Servicer or Sub-Servicer, on its behalf, on or prior
to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as requested by Purchaser to ensure that, if this
Agreement were deemed to create a security interest in the property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. In such case, the Seller shall file all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect such security interest in such property. In connection herewith, the
Purchaser shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 1.36 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 (iii)
otherwise cooperate fully with the Purchaser in its examination of the credit
files, underwriting documentation and Mortgage Files for the Mortgage Loans and
its due diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.37 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 organized and in good standing under the laws of
      Massachusetts. The Seller has the requisite power and authority and legal
      right to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the requisite power and authority to
      execute and deliver, engage in the transactions contemplated by, and
      perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated as of October 12,
      2005, between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 1.38 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), is
not properly executed or is defective on its face, or if there is a breach of
any of the representations and warranties required to be made by the Seller
regarding the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other party in writing. Promptly (but
in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2 (and after any applicable cure or grace period),
any of the foSllowing document defects shall be conclusively presumed to
materially and adversely to affect the interests of holders of the Certificates
in the related Mortgage Loan and be a Material Document Defect: (a) the absence
from the Mortgage File of the original signed Mortgage Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity and a copy of the
Mortgage Note; (b) the absence from the Mortgage File of the original signed
Mortgage, unless there is included in the Mortgage File a true and correct copy
of the Mortgage together with an Officer's Certificate or certification as
required by Section 2(b); or (c) the absence from the Mortgage File of the item
called for by paragraph (h) of the definition of Mortgage File. If any of the
foregoing Material Document Defects are discovered by any party to the Pooling
and Servicing Agreement, the Trustee (or as set forth in the Pooling and
Servicing Agreement, the Master Servicer) will, among other things, give notice
to the Rating Agencies and the parties to the Pooling and Servicing Agreement
and make demand upon the Seller for the cure of the document defect or
repurchase or replacement of the related Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, prior to such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agree that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. 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.

            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 Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

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

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 40 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), all funds held in escrow with respect to the
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,
representation, or warranty, including any property acquired in respect of such
Mortgage Loan or proceeds of any insurance policies with respect thereto.

            Section 1.39 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 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 and the representations and
warranties set forth on Exhibit 2 to this Agreement shall be true and correct as
of the Closing Date (or as of such other date specifically set forth in the
particular representation and warranty) (to the extent of the standard, if any,
set forth in each representation and warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.40 Closing Documents. The Closing Documents shall consist
of the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of the Commonwealth of Massachusetts dated not earlier than 30 days prior to the
Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Massachusetts law and has
      full corporate power and authority to enter into and perform its
      obligations under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, 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 1.41 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 October 1, 2005.

            Section 1.42 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Massachusetts Mutual Life Insurance Company, c/o Babson Capital Management LLC,
1500 Main Street, Suite 2100, Springfield, Massachusetts 01115, Attention:
Managing Director, Real Estate Financing Group, with a copy to Massachusetts
Mutual Life Insurance Company, c/o Babson Capital Management LLC, 1500 Main
Street, Suite 2100, Springfield, Massachusetts 01115, Attention: Vice President,
Real Estate Law.

            Section 1.43 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 1.44 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 1.45 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 1.46 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.47 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.48 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 1.49 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       MASSACHUSETTS MUTUAL LIFE INSURANCE
                                          COMPANY



                                       By:  BABSON CAPITAL MANAGEMENT LLC,
                                          its authorized agent



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            Except as otherwise set forth on the schedules to this Exhibit 2,
the Seller hereby makes the following representations and warranties.

            a. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is true and correct in all material respects as of the date of
this Agreement and as of the Cut-Off Date.

            b. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Purchaser and (assuming that the Purchaser
has the capacity to acquire such Mortgage Loan) has validly and effectively
conveyed (or caused to be conveyed) to the Purchaser or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. The sale of the Mortgage Loans to the Purchaser or its designee
does not require the Seller to obtain any governmental or regulatory approval or
consent that has not been obtained. None of the Mortgage Loan documents
restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or
the Trustee.

            c. 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.

            d. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the value or current use or operation of the Mortgaged Property or the
current ability of the Mortgaged Property to generate operating income
sufficient to service the Mortgage Loan debt (the foregoing items (a) through
(d) being herein referred to as the "Permitted Encumbrances"). The related
Assignment of Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment, and,
assuming that the assignee has the capacity to acquire such Mortgage, sufficient
to convey to the assignee named therein all of the assignor's right, title and
interest in, to and under such Mortgage. Such Mortgage, together with any
separate security agreements, chattel mortgages or equivalent instruments,
establishes and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the holder thereof
in all of the related Mortgagor's personal property used in the operation of the
related Mortgaged Property. As of the Closing Date, Uniform Commercial Code
financing statements or continuation statements have been filed and/or recorded
in all places necessary to perfect and keep perfected, until additional actions
are required under the Uniform Commercial Code, a valid security interest in
such personal property, to the extent a security interest may be so created
therein, and such security interest is a first priority security interest,
subject to any prior purchase money security interest in such personal property
and any personal property leases applicable to such personal property.
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.

            e. Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority collateral assignment in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements pursuant to
which any person is entitled to occupy, use or possess all or any portion of the
real property subject to the related Mortgage, subject to legal limitations of
general applicability to commercial mortgage loans similar to the Mortgage Loan,
and the Mortgagor and each assignor of such Assignment of Leases to the Seller
have the full right to assign the same. The related assignment of any Assignment
of Leases not included in a Mortgage has been executed and delivered in favor of
the Trustee and is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein (assuming that
the assignee has the capacity to acquire such Assignment of Leases) all of the
assignor's right, title and interest in, to and under such Assignment of Leases.

            f. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated (except for Permitted
Encumbrances) in whole or in part, and the related Mortgaged Property has not
been released from the lien of such Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation,
subordination (except for Permitted Encumbrances), rescission or release, in any
manner that, in each case, materially and adversely affects the value of the
related Mortgaged Property except for any partial reconveyances of real property
that are included in the related Mortgage File. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived in any
material respect, altered or modified in any respect, except by written
instruments, all of which are included in the related Mortgage File and none of
the Mortgage Loans have been modified since December 17, 2004.

            g. Condition of Property; Condemnation. A property inspection report
was prepared in connection with the origination or securitization of each
Mortgage Loan (except in certain cases where the Mortgaged Property was newly
constructed). With respect to each Mortgaged Property securing a Mortgage Loan
that was the subject of a property inspection report or a Certificate of
Substantial Completion or an Architect's Certificate of Completion prepared on
or after April 1, 2004, other than as disclosed in such property inspection
report or Certificate of Substantial Completion or an Architect's Certificate of
Completion, each such Mortgaged Property is, to the Seller's knowledge, free and
clear of any damage (or adequate reserves therefor have been established) that
would materially and adversely affect its value as security for the related
Mortgage Loan.

            With respect to the Mortgaged Properties for which property
inspection reports, Certificates of Substantial Completion or Architect's
Certificate of Completion were prepared prior to April 1, 2004, (a) such
Mortgaged Property is (i) free and clear of any damage that would materially and
adversely affect its value as security for the related Mortgage Loan; and (ii)
in good repair and condition so as not to materially and adversely affect its
value as security for the related Mortgage Loan; and (b) all building systems
contained on such Mortgaged Property are in good working order so as not to
materially and adversely affect its value as security for the related Mortgage
Loan or, in the case of (a) and (b) adequate reserves therefor have been
established or other resources of the Borrower are available.

            The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any Mortgaged
Property. To the Seller's knowledge (based on surveys and/or title insurance
obtained in connection with the origination of the Mortgage Loans), as of the
date of the origination of each Mortgage Loan, all of the material improvements
on the related Mortgaged Property that were considered in determining the value
of the Mortgaged Property lay wholly within the boundaries of such property,
except for encroachments that are insured against by the lender's title
insurance policy referred to herein or that do not materially and adversely
affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or marketability of
such Mortgaged Property, except those encroachments that are insured against by
the Title Policy referred to herein.

            h. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's title
insurance policy or pro forma policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to the Permitted Encumbrances
stated therein (or a marked up title insurance commitment or pro forma policy
marked as binding and counter-signed by the title insurer or its authorized
agent on which the required premium has been paid exists which evidences that
such Title Policy will be issued). Each Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, no material claims have been made thereunder
and no claims have been paid thereunder. No holder under the related Mortgage
has done, by act or omission, anything that would materially impair the coverage
under such Title Policy. Immediately following the transfer and assignment of
the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
to be issued, the coverage to be provided thereby) will inure to the benefit of
the Trustee without the consent of or notice to the insurer. To the Seller's
knowledge, the insurer issuing such Title Policy is qualified to do business in
the jurisdiction in which the related Mortgaged Property is located.

            i. 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.

            j. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and
enforceable provisions (subject to the exceptions set forth in paragraph 13),
including foreclosure, such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related Mortgaged
Property of the principal benefits of the security intended to be provided
thereby. The related Mortgage Loan documents provide for the appointment of a
receiver of rents following an event of default under such loan documents, to
the extent available under applicable law.

            k. Trustee under Deed of Trust. If any Mortgage is a deed of trust,
(a) a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (b) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan. l.
Environmental Conditions. An environmental site assessment meeting ASTM
standards and assessing all hazards generally assessed for similar properties
(as of the date of such assessment), including type, use and tenants for such
similar properties ("Environmental Report") was performed with respect to each
Mortgaged Property in connection with the origination or securitization of each
Mortgage Loan.

            i. With respect to the Mortgaged Properties for which the
      Environmental Reports were prepared on or after April 1, 2004, other than
      as disclosed in the related Environmental Report therefor, to the Seller's
      knowledge, (X) no Hazardous Material is present on such Mortgaged
      Property, such that (1) the value, use or operations of such Mortgaged
      Property is materially and adversely affected, or (2) under applicable
      federal, state or local law, (i) such Hazardous Material could be required
      to be eliminated, remediated or otherwise responded to at a cost or in a
      manner materially and adversely affecting the value, use or operations of
      the Mortgaged Property before such Mortgaged Property could be altered,
      renovated, demolished or transferred or (ii) the presence of such
      Hazardous Material could (upon action by the appropriate governmental
      authorities) subject the owner of such Mortgaged Property, or the holders
      of a security interest therein, to liability for the cost of eliminating,
      remediating or otherwise responding to such Hazardous Material or the
      hazard created thereby at a cost or in a manner materially and adversely
      affecting the value, use or operations of the Mortgaged Property, and (Y)
      such Mortgaged Property is in material compliance with all applicable
      federal, state and local laws and regulations pertaining to Hazardous
      Materials or environmental hazards, any noncompliance with such laws or
      regulations does not have a material adverse effect on the value, use or
      operations of such Mortgaged Property and neither Seller nor, to the
      Seller's knowledge, the related Mortgagor or any current tenant thereon,
      has received any notice of any violation or potential violation of any
      such law or regulation. With respect to any condition disclosed in an
      Environmental Report, which condition constituted a violation of
      applicable laws or regulations or would materially and adversely affect
      the value, use or operations of the related Mortgaged Property if not
      remedied, such condition has either been satisfactorily remedied,
      consistent with prudent commercial mortgage lending practices, or the
      applicable loan documents contain provisions which address such condition
      to the satisfaction of the Seller, consistent with prudent commercial
      mortgage lending practices, and adequate funding or resources of the
      Borrower, consistent with prudent commercial mortgage lending practices,
      were available to remedy or otherwise respond to such condition.

            ii. With respect to the remaining Mortgaged Properties for which the
      Environmental Reports were prepared prior to April 1, 2004, (X) no
      Hazardous Material is present on such Mortgaged Property, such that (1)
      the value, use or operations of such Mortgaged Property is materially and
      adversely affected, or (2) under applicable federal, state or local law
      and regulations, (a) such Hazardous Material could be required to be
      eliminated, remediated or otherwise responded to at a cost or in a manner
      materially and adversely affecting the value, use or operations of the
      Mortgaged Property before such Mortgaged Property could be altered,
      renovated, demolished or transferred or (b) the presence of such Hazardous
      Material could (upon action by the appropriate governmental authorities)
      subject the owner of such Mortgaged Property, or the holders of a security
      interest therein, to liability for the cost of eliminating, remediating or
      otherwise responding to such Hazardous Material or the hazard created
      thereby at a cost or in a manner materially and adversely affecting the
      value, use or operations of the Mortgaged Property, and (Y) such Mortgaged
      Property is in material compliance with all applicable federal, state and
      local laws and regulations pertaining to Hazardous Materials or
      environmental hazards, any noncompliance with such laws or regulations
      does not have a material adverse effect on the value, use or operations of
      such Mortgaged Property and neither Seller nor, to the Seller's knowledge,
      the related Mortgagor or any current tenant thereon, has received any
      notice of any violation or potential violation of any such law or
      regulation. With respect to any condition disclosed in an Environmental
      Report, which condition constituted a violation of applicable laws or
      regulations or would materially and adversely affect the value, use or
      operations of the related Mortgaged Property if not remedied, such
      condition has either been satisfactorily remedied, consistent with prudent
      commercial mortgage lending practices, or the applicable loan documents
      contain provisions which address such condition to the satisfaction of the
      Seller, consistent with prudent commercial mortgage lending practices, and
      adequate funding or resources of the Borrower, consistent with prudent
      commercial mortgage lending practices, were available to remedy or
      otherwise respond to such condition.

            iii. Each Mortgage requires the related Mortgagor to comply with all
      applicable federal, state and local environmental laws and regulations.

            iv. In the case of each Mortgage Loan set forth on Schedule 1 to
      this Exhibit 2, (i) such Mortgage Loan is the subject of a secured
      creditor impaired property policy or a commercial real estate pollution
      liability policy, issued by the issuer set forth on Schedule 1 (the
      "Policy Issuer") and effective as of the date thereof (the "Environmental
      Insurance Policy"), (ii) the Environmental Insurance Policy is in full
      force and effect, (iii) on the effective date of the Environmental
      Insurance Policy and on the Closing Date Seller had no knowledge of any
      material and adverse environmental condition or circumstance affecting the
      Mortgaged Property that was not disclosed to the Policy Issuer in one or
      more of the following: (a) the application for insurance, (b) a borrower
      questionnaire that was provided to the Policy Issuer or (c) an engineering
      or other report provided to the Policy Issuer and (iv) the premium of any
      Environmental Insurance Policy has been paid through the term of such
      policy.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance, material or waste by an federal, state or
      local environmental law, ordinance, rule, regulation or order, including
      without limitation, the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act, as amended (49 U.S.C. ss.ss. 1801
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act, as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act, as amended (42
      U.S.C. ss.ss. 7401 et seq.), and any regulations promulgated pursuant
      thereto.

            m. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and that was executed by
or on behalf of the related Mortgagor is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except with respect to provisions relating to default interest, yield
maintenance charges and prepayment premiums and as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and, to the Seller's knowledge, there is no
valid defense, counterclaim or right of offset or rescission available to the
related Mortgagor with respect to such Mortgage Note, Mortgage or other
agreements.

            n. Insurance. Each Mortgaged Property is required (or the holder of
the Mortgage can require) pursuant to the related Mortgage to be, and at
origination the Seller received evidence that such Mortgaged Property was,
insured by (a) a comprehensive all risk coverage insurance policy covering
damage by fire and other hazards 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 actual replacement value of the improvements on the
Mortgaged Property, and with no provisions for a deduction for depreciation in
respect of awards for the reconstruction of the improvements, and not less than
the amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy or coverage, in an amount at least equal to nine (9) months of
operations of the Mortgaged Property; and (c) a flood insurance policy (if any
portion of buildings or other structures (excluding parking) on the Mortgaged
Property are located in an area identified by the Federal Emergency Management
Agency ("FEMA") as a special flood hazard area (which "special flood hazard
area" does not include areas designated by FEMA as Zones B, C or X)). For each
Mortgaged Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a
seismic report which indicated a PML of less than 20% was prepared, based on a
450 or 475-year lookback with a 10% probability of exceedance in a 50-year
period, at origination for such Mortgaged Property or (ii) the improvements for
the Mortgaged Property are insured against earthquake damage. With respect to
each Mortgaged Property, such Mortgaged Property is required pursuant to the
related Mortgage to be (or the holder of the Mortgage can require that the
Mortgaged Property be), and at origination the Seller received evidence that
such Mortgaged Property was, insured by a commercial general liability insurance
policy in amounts as are generally required by commercial mortgage lenders for
similar properties, and in any event not less than $1 million per occurrence.
Under such insurance policies either (A) the Seller is named as mortgagee under
a standard mortgagee clause or (B) the Seller is named as an additional insured,
and is entitled to receive prior notice as the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain or cause to be maintained all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain or to cause to be maintained such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from such
Mortgagor. Each Mortgage Loan provides that casualty insurance proceeds will be
applied either to the restoration or repair of the related Mortgaged Property or
to the reduction of the principal amount of the Mortgage Loan. Each Mortgage
provides that any related insurance proceeds, other than for a total loss or
taking, will be applied either to the repair or restoration of all or part of
the related Mortgaged Property, with the mortgagee or a trustee appointed by the
mortgagee having the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases where a provision entitling another
party to hold and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together with any accrued
interest thereon, and any insurance proceeds in respect of a total or
substantially total loss or taking may be applied either to payment of
outstanding principal and interest on the Mortgage Loan (except as otherwise
provided by law) or to rebuilding of the Mortgaged Property.

            o. Taxes and Assessments and Ground Lease Rents. As of the Closing
Date, there are no delinquent taxes, assessments or other outstanding charges
affecting any Mortgaged Property that are or may become a lien of priority equal
to or higher than the lien of the related Mortgage. For purposes of this
representation and warranty, real property taxes and assessments shall be
considered delinquent commencing from the date on which interest or penalties
would be first payable thereon. As of the Closing Date, there are no delinquent
rents on any ground leases for any Mortgaged Property.

            p. Mortgagor Bankruptcy. No Mortgagor is a debtor in any state or
federal bankruptcy or insolvency proceeding and no Mortgaged Property or any
portion thereof is subject to a plan in any such proceeding.

            q. Leasehold Estate. Each Mortgaged Property consists of the related
Mortgagor's fee simple estate in real estate (the "Fee Interest") or the related
Mortgage Loan is secured in whole or in part by the interest of the related
Mortgagor as a lessee under a ground lease of the Mortgaged Property (a "Ground
Lease"), and if secured in whole or in part by a Ground Lease, either (1) the
ground lessor's fee interest is subordinated to the lien of the Mortgage and the
Mortgage will not be subject to any lien or encumbrances on the ground lessor's
fee interest, other than Permitted Encumbrances, and the holder of the Mortgage
is permitted to foreclose the ground lessor's fee interest within a commercially
reasonable time period or (2) the following apply to such Ground Lease:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) permits the
      interest of the lessee thereunder to be encumbered by the related
      Mortgage; does not restrict the use of the related Mortgaged Property by
      the lessee or its permitted successors and assigns in a manner that would
      materially and adversely affect the security provided by the related
      Mortgage; and, to the knowledge of the Seller, there has been no material
      change in the payment terms of such Ground Lease since the origination of
      the related Mortgage Loan, with the exception of material changes
      reflected in written instruments that are a part of the related Mortgage
      File;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than the ground lessor's related fee interest and
      Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but (except
      in the case where such consent cannot be unreasonably withheld) without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor (except in the case where such consent cannot be unreasonably
      withheld);

            D. Such Ground Lease is in full force and effect, and the Seller has
      received no notice that an event of default has occurred thereunder, and,
      to the Seller's knowledge, there exists no condition that, but for the
      passage of time or the giving of notice, or both, would result in an event
      of default under the terms of such Ground Lease;

            E. Such Ground Lease, or an estoppel letter or other agreement,
      requires the lessor under such Ground Lease to give notice of any material
      default by the lessee to the mortgagee (concurrent with notice given to
      the lessee), provided that the mortgagee has provided the lessor with
      notice of its lien in accordance with the provisions of such Ground Lease,
      and such Ground Lease, or an estoppel letter or other agreement, further
      provides that no notice of termination given under such Ground Lease is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee. The Seller has provided the lessor under the Ground Lease with
      notice of the Seller's lien on the Mortgaged Property in accordance with
      the provisions of such Ground Lease;

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease by reason of
      such default;

            G. Such Ground Lease has an original term, along with any extensions
      set forth in such Ground Lease, not less than 10 years beyond the full
      amortization term of the Mortgage Loan;

            H. Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds, other than for a total
      loss or taking, will be applied either to the repair or restoration of all
      or part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by the mortgagee having the right to hold and disburse such
      proceeds as the repair or restoration progresses (except in such cases
      where a provision entitling another party to hold and disburse such
      proceeds would not be viewed as commercially unreasonable by a prudent
      commercial mortgage lender), or to the payment of the outstanding
      principal balance of the Mortgage Loan together with any accrued interest
      thereon, and any insurance proceeds in respect of a total or substantially
      total loss or taking may be applied either to payment of outstanding
      principal and interest on the Mortgage Loan (except as otherwise provided
      by law) or to rebuilding of the Mortgaged Property;

            I. Such Ground Lease does not impose any restrictions on subletting
      which would be viewed, as of the date of origination of the related
      Mortgage Loan, as commercially unreasonable by the Seller; and such Ground
      Lease contains a covenant that the lessor thereunder is not permitted, in
      the absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of any subtenant of the lessee, or in any manner, which
      would materially and adversely affect the security provided by the related
      Mortgage;

            J. Such Ground Lease or an estoppel or other agreement requires the
      lessor to enter into a new lease with the Seller or its successors or
      assigns under terms which do not materially vary from the economic terms
      of the Ground Lease, in the event of a termination of the Ground Lease by
      reason of a default by the Mortgagor under the Ground Lease, including
      rejection of the Ground Lease in a bankruptcy proceeding; and

            K. Such Ground Lease may not be materially amended, modified or,
      except in the case of a default, cancelled or terminated without the prior
      written consent of the holder of the Mortgage Loan, and any such action
      without such consent is not binding on such holder, including any increase
      in the amount of rent payable by the lessee thereunder during the term of
      the Mortgage Loan.

            r. Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid, and those escrow deposits and payments are
under control of the Seller or its agents.

            s. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only real property collateral for such Mortgage Loan (other than a recourse
feature or other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).

            t. 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.

            u. Advancement of Funds by the Seller. No holder of a Mortgage Loan
has advanced funds, or induced, solicited or knowingly received any advance of
funds from a party other than the owner of the related Mortgaged Property (or
any tenant required to make its lease payments directly to the holder of the
related Mortgage Loan), directly or indirectly, for the payment of any amount
required by such Mortgage Loan.

            v. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage and no rights
are outstanding that under law could give rise to any such lien that would be
prior or equal to the lien of the related Mortgage except, in each case, for
liens insured against by the Title Policy referred to herein, or, if any such
liens existing as of the Closing Date are not insured against by the Title
Policy referred to herein, such liens will not have a material adverse effect on
the value of the related Mortgaged Property.

            w. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            x. Cross-collateralization. No Mortgage Loan is cross-collateralized
or cross-defaulted with any loan other than one or more other Mortgage Loans.

            y. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property that was included in the valuation for such Mortgaged
Property, and/or generates income, from the lien of the related Mortgage except
upon payment in full of all amounts due under the related Mortgage Loan, or upon
satisfaction of the defeasance provisions of such Mortgage Loan, other than the
Mortgage Loans that require the mortgagee to grant a release of a portion of the
related Mortgaged Property upon (a) the satisfaction of certain legal and
underwriting requirements where the portion of the related Mortgaged Property
permitted to be released was not considered by the Seller to be material in
underwriting the Mortgage Loan or, in the case of a substitution, where the
Mortgagor is entitled to substitute a replacement parcel at its unilateral
option upon the satisfaction of specified conditions, and/or (b) the payment of
a release price and prepayment consideration in connection therewith, consistent
with the Seller's normal commercial mortgage lending practices (and in both (a)
and (b), any release of the Mortgaged Property has been reflected in the
Mortgage Loan Schedule). Except as described in the prior sentence (other than
with respect to defeasance and substitution), no Mortgage Loan permits the full
or partial release or substitution of collateral unless (1) the mortgagor is
entitled to substitute a replacement parcel at its unilateral option upon
satisfaction of specified conditions, and (2) the mortgagee or servicer can
require the Mortgagor to provide an opinion of tax counsel to the effect that
such release or substitution of collateral (a) would not constitute a
"significant modification" of such Mortgage Loan within the meaning of Treas.
Reg. ss.1.8606-2(b)(2) and (b) would not cause such Mortgage Loan to fail to be
a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code.
The loan documents require the related Mortgagor to bear the cost of such
opinion.

            z. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization or for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.

            aa. No Material Default. There exists no material default, breach,
violation or event giving the lender the right to accelerate the Mortgage Loan
(and, to the Seller's knowledge, no event has occurred which, with the passage
of time or the giving of notice, or both, would constitute any of the foregoing)
under the documents evidencing or securing the Mortgage Loan, in any such case
to the extent the same materially and adversely affects the value of the
Mortgage Loan and the related Mortgaged Property; provided, however, that this
representation and warranty does not address or otherwise cover any default,
breach, violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by the
Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A
attached hereto.

            bb. 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.

            cc. Local Law Compliance. To the best of Seller's knowledge, based
on due diligence performed at origination that was considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal or internal or external market study performed at origination.

            dd. 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.

            ee. Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that could reasonably be expected to adversely affect
title to the Mortgaged Property or the validity or enforceability of the related
Mortgage or that could reasonably be expected to materially and adversely affect
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended. To the Seller's knowledge, as of the
origination of the Mortgage Loan, none of the nonrecourse carveout guarantors or
nonrecourse carveout indemnitors under the Mortgage Loan was a debtor in any
state or federal bankruptcy, insolvency or similar proceeding.

            ff. Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards utilized by commercial lending institutions in the area where the
related Mortgaged Property is located.

            gg. Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan, and to Seller's
knowledge, as of the Closing Date, based on servicing procedures customarily
performed in the Seller's servicing of the Mortgage Loans during the period in
which Seller owned each such Mortgage Loan, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

            hh. 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.

            ii. Due on Sale/Due on Encumbrance. Each Mortgage Loan contains a
"due on sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if, without prior written consent
of the holder of the Mortgage, the property subject to the Mortgage or any
material portion thereof, is transferred, sold or encumbered by a junior
mortgage or deed of trust; provided, however, that certain Mortgage Loans
provide a mechanism for the assumption of the loan by a third party upon the
Mortgagor's satisfaction of certain conditions precedent, and upon payment of a
transfer fee, if any, or transfer of interests in the Mortgagor or constituent
entities of the Mortgagor to a third party or parties related to the Mortgagor
upon the Mortgagor's satisfaction of certain conditions precedent.

            jj. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan either provide that (a) such Mortgage Loan is fully recourse to
the Mortgagor or (b) such Mortgage Loan constitutes the non-recourse obligations
of the related Mortgagor and non-recourse guarantors, if any, except that either
(i) such provision does not apply in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents or (ii) such documents provide that the Mortgagor
shall be liable to the holder of the Mortgage Loan for losses incurred as a
result of fraud by the Mortgagor. Except as set forth on Schedule 3 attached
hereto, either the Mortgagor or a guarantor with respect to each Mortgage Loan
is a natural person.

            kk. Underwriting Policies. Each Mortgage Loan was either originated
by the Seller or an affiliate thereof, and each such origination of a Mortgage
Loan substantially complied with the Seller's underwriting policies in effect as
of such Mortgage Loan's origination date.

            ll. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

            mm. Prepayment Premiums. Each prepayment premium or yield
maintenance premium is consistent with those charged by the Seller in its
customary lending practices with respect to loans of the size and character of
the Mortgage Loans.

            nn. [Reserved]

            oo. Single Purpose Entity. The Mortgagor on each Mortgage Loan
listed on Schedule 4 attached hereto was, as of the origination of the Mortgage
Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall
mean an entity, other than an individual, whose organizational documents provide
(or which entity covenanted in the Mortgage Loan documents) substantially to the
effect that it was formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage Loans
and prohibit it from engaging in any business unrelated to such Mortgaged
Property or Properties, and whose organizational documents further provide, or
which entity represented or covenanted in the related Mortgage Loan documents,
substantially to the effect that it does not have (or will not obtain) any
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, and that it holds itself out as a legal entity, separate and apart from
any other person.

            pp. Defeasance and Assumption Costs. If the related Mortgage Loan
Documents provide for defeasance, such documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses of
Lender incurred in connection with the defeasance of such Mortgage Loan and the
release of the related Mortgaged Property. The related Mortgage Loan Documents
require the related Mortgagor to pay all reasonable costs and expenses of Lender
associated with the approval of an assumption of such Mortgage Loan.

            qq. Defeasance. No Mortgage Loan provides that it can be defeased
prior to the date that is two years after the Closing Date.

            rr. Confidentiality. There are no provisions in any Note, Mortgage
or related loan documents with respect to any Mortgage Asset, nor any other
agreements or enforceable understandings with any Mortgagor, Mortgagor principal
or guarantor, which restrict the dissemination of information regarding any
Mortgagor, Mortgagor principal, guarantor or Mortgaged Property by the owner or
holder of the Mortgage Asset or requires such owner or holder to treat any
information regarding any Mortgagor, Mortgagor principal, guarantor or Mortgaged
Property as confidential.

            ss. Borrower Reports. In the case of each Mortgage Loan, the related
Mortgage Loan Documents require the related Borrower, in some cases at the
request of the lender, to provide to the holder of such Mortgage Loan operating
statements and rent rolls not less frequently than quarterly and financial
statements of the Borrower not less frequently than annually (except if the
Mortgage Loan has an outstanding principal balance of less than or equal to
$3,500,000 as of the Cut-off Date which case the Mortgage Loan Documents require
the borrower, in some cases at the request of the lender, to provide to the
holder of such Mortgage Loan operating statements and (if there is more than one
tenant) rent rolls and/or financial statements of the Borrower annually).


<PAGE>

            Representation numbers referred to below relate to the corresponding
Mortgage Loan representations and warranties set forth in Exhibit 2 to the
Mortgage Loan Purchase Agreement. Any exception listed below in respect of a
particular representation or warranty shall also be deemed to apply to any other
applicable representation or warranty.



  Annex A
  Control
   ID #     Mortgage Loan          Exception
--------

Exception to Representation (18):  Escrow Deposits.

       All Mortgage Loans          The capital improvements escrow account is
                                   held by a third party that is not under
                                   control of, or an agent of, the Seller.

Exception to Representation (24):  Cross-collateralization

       Claire Meadows of           An event of default on the related
       Franklin                    subordinate loan will not be treated as an
                                   event of default under the Mortgage Loan, but
                                   an event of default under the Mortgage Loan
                                   will itself constitute an event of default
                                   under the subordinate loan.

       Rainier Manor Apartments    An event of default on the related
       of Silver Oaks at           subordinate loan will constitute an event
       Waterford Willow Trace      default under the Mortgage Loan, but an
       Apartments                  event of default under the Mortgage Loan
                                   will not constitute an event of default under
                                   the subordinate loan until either (i) the
                                   senior lender has accelerated the Mortgage
                                   Loan or (ii) the senior lender has taken
                                   affirmative action to exercise its rights
                                   under the Mortgage Loan to collect rent,
                                   appoint a receiver or to foreclose on the
                                   Mortgaged Property.

       Henson Creek Manor Largo    An event of default on the related
                                   subordinate loan from PGC (as defined below)
                                   will constitute an event of default under the
                                   Mortgage Loan, but an event of default under
                                   the Mortgage Loan will not constitutean event
                                   of default under the relatedsubordinate loan
                                   from PGC until either (i) the senior lender
                                   has accelerated the Mortgage Loan or (ii) the
                                   senior lender hastaken affirmative action to
                                   exercise its rights under the Mortgage Loan
                                   to collect rent, appoint a receiver or to
                                   foreclose on the Mortgaged Property.

                                   The Mortgage Loan is cross-defaulted with the
                                   related subordinate loan from DHCD (as
                                   defined below). A default under either the
                                   Mortgage Loan or the related DHCD subordinate
                                   loan may be treated as a default under the
                                   other loan.

            Henson Creek Manor II  The Mortgage Loan is cross-defaulted
                                   with the related subordinate loans. A default
                                   under the Mortgage Loan may be treated as a
                                   default under the both the subordinate loans
                                   and a default under either of the subordinate
                                   loans may be as a default under the treated
                                   Mortgage Loan.

Exception to Representation (29):  Local Law Compliance

       Sun Valley Apartments       There are building set-back violations that
                                   are covered by an indemnification and hold
                                   harmless agreement protecting against any
                                   forced removal of any building encroachment.

Exception to Representation (30):  Junior Liens

           Clare Meadows of        There is a mortgage  granted by the  Borrower
           Franklin                to Franciscan  Sisters of St. Clare,  Inc.
                                   ("FSSC") securing an initial principal amount
                                   of $380,000, with $100,000 amortizing during
                                   the loan term. The FSSC mortgage is
                                   subordinatedto the Mortgage Loan pursuant to
                                   a recordedsubordination agreement that, among
                                   other things, prohibits FSSC from foreclosing
                                   prior to payment in full of the Mortgage
                                   Loan.

           Henson Creek Manor      There are two additional mortgages granted
                                   by the Borrower:

                                   (1) a mortgage to Prince George's County
                                   ("PGC") securing an initial principal balance
                                   of $300,000. Such mortgage is subordinated to
                                   the Mortgage Loan pursuant to a recorded
                                   subordination agreement that, among other
                                   things, requires PGC to give Lender 60 days
                                   written notice prior to foreclosing on the
                                   property; and

                                   (2) a mortgage to the Department of Housing
                                   and Community Development of the State of
                                   Maryland ("DHCD") securing an initial
                                   principal balance of $1,000,000. Such
                                   mortgage is subordinated to the Mortgage Loan
                                   pursuant to a recorded subordination
                                   agreement that, among other things, requires
                                   DHCD to give Lender 60 days written notice
                                   prior to foreclosing on the property.

           Henson Creek Manor II   There are two additional mortgages granted
                                   by the Borrower:

                                   (1) a mortgage to Prince George's County
                                   ("PGC") securing an initial principal balance
                                   of $300,000. The PGC loan is subordinated to
                                   the Mortgage Loan pursuant to a recorded
                                   subordination agreement that, among other
                                   things, requires PGC to give Lender 90 days
                                   written notice prior to foreclosing on the
                                   property; and

                                   (2) a mortgage to the Department of Housing
                                   and Community Development of the State of
                                   Maryland ("DHCD") securing an initial
                                   principal balance of $850,000,000. The DHCD
                                   loan is subordinated to the Mortgage Loan
                                   pursuant to a recorded subordination
                                   agreement that, among other things, requires
                                   DHCD to give Lender 90 days written notice
                                   prior to foreclosing on the property.

       Largo Center Apartments     There are two additional mortgages granted
                                   by the Borrower:

                                   (1) a mortgage to PGC securing an initial
                                   principal balance of $207,000. Such mortgage
                                   is subordinated to the Mortgage Loan pursuant
                                   to a recorded subordination agreement that,
                                   among other things, requires PGC to give
                                   Lender 60 days written notice prior to
                                   foreclosing on the property; and

                                   (2) a mortgage to the DHCD securing an
                                   initial principal balance of $692,300. Such
                                   mortgage is subordinated to the Mortgage Loan
                                   pursuant to a recorded subordination
                                   agreement that, among other things, requires
                                   DHCD to give Lender 60 days written notice
                                   prior to foreclosing on the property.

       Rainer Manor Apartments     There is a mortgage granted by the Borrower
                                   to the PGC securing an initial principal
                                   balance of $25,000. Such mortgage does not
                                   require interest payments, has no required
                                   payments prior to the earlier of its maturity
                                   date or the transfer of the property by the
                                   borrower and is subordinated to the Mortgage
                                   Loan pursuant to a recorded subordination
                                   agreement that, among other things,
                                   requires PGC to give Lender 60 days written
                                   notice prior to foreclosing on the property.


           Silver Oaks at          There is a mortgage granted by the Borrower
           Waterford               to County of DuPage, Illinois ("DP") securing
                                   an initial principal balance of $900,000.
                                   Such mortgage does not bear interest, is
                                   payable in twenty annual installments of
                                   $45,000, and is subordinated to the Mortgage
                                   Loan pursuant to a recorded subordination
                                   agreement that, among other things, requires
                                   DP to give Lender 60 days written notice
                                   prior to foreclosing on the property.

        Willow Trace Apartments    There is a mortgage granted by the
                                   Borrower to the Massachusetts Department
                                   of Housing and Development ("MDHD") securing
                                   an initial principal balance of $495,000.
                                   The MDHD mortgage does not require the
                                   borrower to make payments of interest or
                                   principal until the maturity date
                                   (February 15, 2030), provides the Borrower an
                                   option to extend the maturity date for a
                                   period of up to 30 years and is subordinated
                                   to the Mortgage Loan pursuant to a recorded
                                   subordination agreement that, among other
                                   things, requires MDHD to give Lender 60 days
                                   written notice prior to foreclosing on the
                                   property.

Exception to Representation (36):  Non-Recourse Exceptions

            Loans on Schedule 1A   Only the loans on Schedule 1A
                                   provide that a natural person is obligated
                                   in connection with the non-recourse
                                   carve-outs for fraud or willful
                                   misrepresentation, misappropriation of
                                   funds, insurance proceeds, or condemnation
                                   proceeds.

             Loans on Schedule 1B  Only the loans on Schedule
                                   1B provide that a natural person is
                                   obligated in connection with the
                                   non-recourse carve-outs for breaches of
                                   environmental covenants in the Mortgage
                                   Loan.


<PAGE>

SCHEDULE 1A

List of Mortgage Loans that provide that a natural person is obligated in
connection with the non-recourse carve-outs for fraud or willful
misrepresentation, misappropriation of funds, insurance proceeds, or
condemnation proceeds.


Arbors at Hickory Creek
Clare Meadows of Franklin
Deer Ridge
Heritage at Walton
Silver Oaks at Waterford
Villa De Vey


<PAGE>

SCHEDULE 1B

List of Mortgage Loans that provide that a natural person is obligated in
connection with the non-recourse carve-outs for breaches of environmental
covenants in the Mortgage Loan.

Arbors at Hickory Creek
Deer Ridge
Heritage at Walton
Silver Oaks at Waterford
Sunset Arbor
Villa De Vey
Whispering Pines Apartments
Willow Trace Apartments


<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                 THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)





<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      $[_]
            Accrued Interest                    $[_]
                                                ----------------
            Total                               $[_]



<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

               Seller:     Massachusetts Mutual Life Insurance Company
               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 October 1, 2005 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


SELLER:                                MASSACHUSETTS MUTUAL LIFE INSURANCE
                                       COMPANY



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY



THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:


GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045



                            LIMITED POWER OF ATTORNEY



            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of Massachusetts Mutual Life Insurance
Company, c/o Babson Capital Management LLC, 1500 Main Street, Suite 2100,
Springfield, Massachusetts 01115, Attention: Managing Director, Real Estate
Finance Group (the "Seller"), being duly empowered and authorized to do so, does
hereby make, constitute and appoint GMAC Commercial Mortgage Corporation, having
an address of 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing
Director, Commercial Servicing Operations (the "General Master Servicer"), J.E.
Robert Company, Inc., having an address of 15660 N. Dallas Parkway, Suite 1100,
Dallas, Texas, 75248, Attention: Debra Morgan (the "General Special Servicer")
and Wells Fargo Bank, N.A., having an address of 9062 Old Annapolis Road,
Columbia, Maryland 21045 (the "Trustee") as the true and lawful
attorneys-in-fact for the undersigned, in its name, place and stead, and for its
use and benefit:

            9. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, the General 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, dated as of October 1, 2005 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee, and Wells Fargo Bank, N.A., as Paying Agent and
Certificate Registrar with respect to the Trust and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            10. This power of attorney shall be limited to the above-mentioned
exercise of power.

            11. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            12. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          MASSACHUSETTS MUTUAL LIFE INSURANCE
                                       COMPANY



___________________________            By:________________________
Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:




<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV
                                   (NCB, FSB)



<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                (NCB, FSB LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 1, 2005, between NCB, FSB (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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3, Class A-AB, Class
A-4A, Class A-4B, Class X-2, Class A-J, Class B, Class C and Class D
Certificates (the "Public Certificates") will be sold by the Purchaser to Morgan
Stanley & Co. Incorporated, Greenwich Capital Markets, Inc., SunTrust Capital
Markets Inc. and IXIS Securities North America Inc. (collectively, the
"Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser
and the Underwriters, dated October 12, 2005 (the "Underwriting Agreement"), and
the Class X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class EI, Class EI-L3, Class R-I,
Class R-II and Class R-III Certificates (collectively, 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 October 12,
2005 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated June 7,
2005, as supplemented by a Prospectus Supplement dated October 12, 2005
(together, the "Prospectus Supplement"), and the Initial Purchaser will offer
the Private Certificates (other than the Class R-I, Class R-II and Class R-III
Certificates) for sale in transactions exempt from the registration requirements
of the Securities Act of 1933 pursuant to a Private Placement Memorandum, dated
as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.50 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of October 2005. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $1,556,862,539. The sale of the Mortgage Loans shall take place on
October 25, 2005 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 15), 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 15).

            Section 1.51 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the applicable
Special Servicer to empower the Trustee, the applicable Master Servicer and, in
the event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the applicable
Master Servicer and the applicable Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

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

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

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

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

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company, Seller, or escrow company to
be a true copy thereof; provided that if such Assignment of Leases has not been
returned on or prior to the 90th day following the Closing Date because of a
delay caused by the applicable public recording office where such Assignment of
Leases has been delivered for recordation or because such original Assignment of
Leases has been lost, the Seller shall deliver or cause to be delivered to the
Trustee a true and correct copy of such Assignment of Leases submitted for
recording, 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 Assignment of Leases has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Assignment
of Leases that has been lost after recordation, a certification by the
appropriate county recording office where such Assignment of Leases is recorded
that such copy is a true and complete copy of the original recorded Assignment
of Leases, in each case together with an original assignment of such Assignment
of Leases, in recordable form (except for recording information not yet
available if the instrument being recorded has not been returned from the
applicable recording office), signed by the holder of record in favor of "Wells
Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 2005-IQ10," which assignment may be
effected in the related Assignment of Mortgage;

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

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

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

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

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

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

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for 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) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents;

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered 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 the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 1.52 Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.53 Representations and Warranties of the Seller and the
Purchaser.

            (a) To induce the Purchaser to enter into this Agreement, the Seller
hereby makes for the benefit of the Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically
set forth in the particular representation and warranty) each of the
representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

            (i) The Seller is duly organized and is validly existing as a
      federal savings bank in good standing under the laws of the United States
      of America. The Seller has the requisite power and authority and legal
      right to own the Mortgage Loans and to transfer and convey the Mortgage
      Loans to the Purchaser and has the requisite power and authority to
      execute and deliver, engage in the transactions contemplated by, and
      perform and observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of October 12, 2005,
      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
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 1.54 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is 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
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, upon such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agreed that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the applicable Special Servicer, as
applicable, in connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling and Servicing Agreement in order for such Mortgage Loan to be a
"qualified substitute mortgage loan" within the meaning of the Treasury
Regulations promulgated under the Code. Upon a breach of the representation and
warranty set forth in paragraph 39 of Exhibit 2 attached hereto, if such
Mortgage Loan is modified so that it becomes a "qualified substitute mortgage
loan", such breach will be cured and the Seller will not be obligated to
repurchase or otherwise remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 1.55 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing
Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.56 Closing Documents. The Closing Documents shall consist
of the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of existence for the Seller from the Office of
Thrift Supervision dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary, Assistant Secretary or Vice
President of the Seller, dated the Closing Date, and upon which the Purchaser
may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures.

            (f) An opinion of counsel to the Seller, dated the Closing Date,
substantially in the form of Exhibit 6, attached hereto.

            (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 LLP, 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 1.57 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 October 1, 2005.

            Section 1.58 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
NCB, FSB, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen
Luzik.

            Section 1.59 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 1.60 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 1.61 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 1.62 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.63 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.64 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 1.65 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       NCB, FSB



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>

                                    EXHIBIT 2

                   REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is 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.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have validly and effectively conveyed to the Purchaser all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since December 17, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

      (13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor is the legal, valid and
binding obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) 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;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            D. 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;

            E. 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.

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            H. 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;

            I. 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;

            J. 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; and

            K. Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the mortgagee
      without the prior written consent of the mortgagee under such Mortgage
      Loan, and any such action without such consent is not binding on such
      mortgagee, its successors or assigns; provided, however, that termination
      or cancellation without such consent may be binding on the mortgagee if
      (i) an event of default occurs under the Ground Lease, (ii) notice is
      provided to the mortgagee and (iii) such default is curable by the
      mortgagee as provided in the Ground Lease but remains uncured beyond the
      applicable cure period.

            (18) Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            (21) Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            (22) No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            (23) Compliance with Laws. Except as otherwise specifically
disclosed in an exception on Schedule A attached hereto to another
representation and warranty made by the seller in this Exhibit 2, at
origination, each Mortgage Loan complied with all applicable federal, state and
local statutes and regulations. Each Mortgage Loan complied with (or is exempt
from) all applicable usury laws in effect at its date of origination.

            (24) Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any other Mortgage Loan.

            (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

            (26) No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

            (28) Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

            (29) Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

            (31) Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            (32) Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan
is not secured by a pledge of any collateral that has not been assigned to the
Purchaser.

            (35) Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Mortgagor, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Mortgagor's satisfaction of certain
conditions precedent, and upon payment of a transfer fee, if any, or transfer of
interests in the Mortgagor or constituent entities of the Mortgagor to a third
party or parties related to the Mortgagor upon the Mortgagor's satisfaction of
certain conditions precedent.

            (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

            (38) Prepayment Premiums. As of the applicable date of origination
of each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            (39) [Reserved]

            (40) 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.

            (41) Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            (42) Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            (43) Authorized to do Business. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of the Mortgage Loan, the originator of such
Mortgage Loan was authorized to do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it originated and held
the Mortgage Loan.

            (44) Terrorism Insurance. With respect to each Mortgage Loan that
has a Stated Principal Balance as of the Cut-off Date that is greater than or
equal to $20,000,000, the related all risk insurance policy and business
interruption policy do not specifically exclude acts of terrorism from coverage.
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 Mortgage Loan Seller's knowledge, does not as of the
date hereof, specifically exclude acts of terrorism from coverage. With respect
to each of the Mortgage Loans, the related Mortgage Loan Documents do not
expressly 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.

            (45) Operating Statements and Rent Rolls. In the case of each
Mortgage Loan other than Mortgage Loans secured by residential cooperative
properties, the related Mortgage Loan Documents require the related Mortgagor,
in some cases at the request of the lender, to provide to the holder of such
Mortgage Loan operating statements and rent rolls not less frequently than
annually (except if the Mortgage Loan has an outstanding principal balance of
less than or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged
Property has only one tenant, in either of which cases, the Mortgage Loan
Documents require the Mortgagor, in some cases at the request of the lender, to
provide to the holder of such Mortgage Loan operating statements and (if there
is more than one tenant) rent rolls and/or financial statements of the Mortgagor
annually), and such other information as may be required therein. With respect
to Mortgage Loans secured by residential cooperative properties, the related
Mortgage Loan Documents require the related Mortgagor to deliver annual
financial statements to the holder of such Mortgage Loan.

            (46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.


<PAGE>

                                   SCHEDULE A

   EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE
                          LOANS (2005-IQ10) (NCB, FSB)


-------

Rep No.   Mortgage Loan(s)                   Explanation

12(i)     102 Bedford Street Owners Corp.    In connection with the
                                             origination of the Mortgage
                                             Loans to each of the foregoing
          112 East 83rd Street Tenants'      borrowers (each of such Mortgage
          Corp.                              Loans having an original
                                             principal balance of $400,000 or
                                             less), an ASTM transaction
          121 W. 82 Corp.                    screen was obtained in lieu of a
                                             Phase I report.  Each such
                                             transaction screen was, with
          155 W. 80 Realty Corp.             certain limited exceptions
                                             enumerated in the transaction
                                             screen, conducted utilizing the
          170 East 92nd Street Owners, Inc.  American Society for Testing and
                                             Materials (ASTM) Standard
                                             Practice E 1527-00 or E 1528-00.
          18 Housing Corporation

          39 1/2 Washington Square Corp.

          Fifth 169 Owners Corp.

          Mid-Carroll Corp.

          Quaboag Valley Cooperative
          Corporation

          Sea Breeze Town Houses Owners,
          Inc.

          Wooster 100 Realty, Ltd.

--------
14        Quaboag Valley Cooperative         The borrower under the Quaboag
          Corporation                        Valley Cooperative Corporation
                                             loan (which Mortgage Loan has an
                                             original principal balance of
                                             $295,500) maintains "all risk"
                                             insurance coverage in the amount
                                             $10,400.00. The mortgaged property
                                             is a mobile home park. The mortgage
                                             lien encumbers only the borrower's
                                             interest in the land, and not the
                                             mobile homes situated on the land.
                                             Therefore, "all risk" coverage in
                                             the amount of $10,400.00 was deemed
                                             appropriate by the lender to insure
                                             the replacement value of the
                                             mortgaged property.

--------
30        112 East 83rd Street Tenants'      The foregoing borrowers are
          Corp.                              permitted to incur and/or have
                                             incurred additional subordinate
                                             financing secured by the related
          116 East 63rd Street Corporation   property.  The amount of current
                                             existing subordinate
                                             indebtedness is more
          121 W. 82 Corp.                    particularly set forth in the
                                             mortgage loan schedule under the
                                             heading "Current Additional
          133 Mercer St. Housing Corp.       Financing In Place."  The amount
                                             of permitted future subordinate
                                             indebtedness is more
          146 West 82 Owners' Corp.          particularly set forth in the
                                             mortgage loan schedule under the
                                             heading "Financing Permitted In
          155 W. 80 Realty Corp.             Future."  In connection with any
                                             such future subordinate
                                             financing, the lender shall
          16 N. Broadway Owners, Inc.        enter into a subordination
                                             agreement substantially in the
                                             form attached as Exhibit T to
          162 East 80th Tenants Inc.         the Pooling and Servicing
                                             Agreement.

          166 West 76th Apartment Corp.

          170 East 92nd Street Owners, Inc.

          18 Housing Corporation

          20-26 North Moore Street Corp.

          225 Park Owners Corp.

          230 Tenants Corporation

          233 East 70th Street Owners Corp.

          280-290 Collins Owners Corp.

          30 Wall Street Apartment
          Corporation

          309-317 West 93 Owners Corp.

          320 W. 89th St. Owners Corp.

          328 Owners Corp.

          33 Greenwich Owners Corp.

          350 Cabrini Owners Corp.

          357 East 57th Street Realty Corp.

          39 1/2 Washington Square Corp.

          467 Pacific Owners Corp.

          55 Midblock Tenants Corp.

          60 E. 9th St. Owners Corp.

          61 Bronx River Road Owners, Inc.

          687 West 204th Street Corporation

          700 Park Corp.

          720 Park Avenue Corporation

          74th Street Apartments, Inc.

          86-10 Owners Corp.

          Bleecker Street Operating Corp.

          Bleecker Tower Tenants Corp.

          Cannon Point North, Inc.

          Centrentset Corp.

          Clark Street Tenants Incorporated

          Croyden Apts. Inc.

          Fifth 169 Owners Corp.

          Fountains-Clove Road Apartments,
          Inc.

          Gateway Apartment Owners Corp.

          Grand Loft Corp.

          Harrison Commons, Ltd.

          Mansion House Owners Corp.

          Neptune Towers Cooperative, Inc.

          Palmer Avenue Owners, Inc.

          Park 65 Realty Corp.

          Remsen Owners Corp.

          Roblinn Corp.

          Sea Breeze Town Houses Owners,
          Inc.

          Spring Street Studios Inc. a/k/a
          Spring Street Studio, Inc.

          Whitney Realty Corp.
-------
35        All Mortgage Loans secured by      All of the Mortgage Loans
          residential cooperatives.          secured by residential
                                             cooperatives permit, without the
                                             prior written consent of the holder
                                             of the related Mortgage, transfers
                                             of stock of the related Mortgagor
                                             in connection with the assignment
                                             of a proprietary lease for an
                                             apartment unit by a
                                             tenant-shareholder of the related
                                             Mortgagor to other persons who by
                                             virtue of such transfers become
                                             tenant-shareholders in the related
                                             Mortgagor.
-------
36        (i) All Mortgage Loans secured by  (i) All of the Mortgage Loans
          residential cooperatives.          secured by residential
                                             cooperatives are fully recourse
                                             to the related Mortgagors, which
                                             Mortgagors are not natural
                                             persons.

                                             (ii) The guarantor of the recourse
                                             carveout obligations is not a
          (ii) Shee Atika Holdings           natural person, but rather, Shee
          Anchorage, LLC.                    Atika Fund Endowment, the owner of
                                             a direct or indirect interest in
                                             the borrower.

                                             The borrower is obligated on the
                                             recourse carveout obligations
                                             pursuant to the terms of the
                                             Eklutna, Inc. promissory note.

          (iii)                              There is no separate guarantor of
                                             the recourse carveout obligations.
-------



<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)




<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      $[_]
            Accrued Interest                    $[_]
                                                ----------------
            Total                               $[_]


<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

               Seller:     NCB, FSB
               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 October 1, 2005 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
      Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
      meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


SELLER:                                NCB, FSB



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Master Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ10


National Consumer Cooperative Bank
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention:  Kathleen Luzik, Real Estate Special Servicing
            Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ10

J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045



                            LIMITED POWER OF ATTORNEY


            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 1725 Eye Street. N.W., Washington, D.C.
20006, Attention: Kathleen Luzik (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint NCB, FSB, in its
capacity as NCB Master Servicer pursuant to the Pooling and Servicing Agreement,
having an address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention:
Kathleen Luzik, Real Estate Master Servicing-Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10 (the "NCB Master
Servicer"), J.E. Robert Company, Inc., having an address of 15660 N. Dallas
Parkway, Suite 1100, Dallas, Texas, 75248, Attention: Debra Morgan (the "General
Special Servicer"), National Consumer Cooperative Bank, having an address of
1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik, Real
Estate Special Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage Pass
Through Certificates, Series 2005-IQ10 (the "Co-op Special Servicer") and Wells
Fargo Bank, N.A., having an address of 9062 Old Annapolis Road, Annapolis,
Maryland 21045 (the "Trustee") as the true and lawful attorneys-in-fact for the
undersigned, in its name, place and stead, and for its use and benefit:

            13. To empower the Trustee, the NCB Master Servicer and, in the
event of the failure or incapacity of the Trustee and the NCB Master Servicer,
the applicable 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, dated as of October 1, 2005 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as Depositor, the
General Master Servicer, the General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, the
Trustee, and Wells Fargo Bank, N.A., as Paying Agent and Certificate Registrar
with respect to the Trust and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage File (so long
as original counterparts have previously been delivered to the Trustee).

            14. This power of attorney shall be limited to the above-mentioned
exercise of power.

            15. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            16. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          NCB, FSB



___________________________            By:________________________

Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



<PAGE>

                                    EXHIBIT 6

                           FORM OF OPINION OF COUNSEL




                                                  Tel:  212-541-2000
                                                  Fax: 212-541-4630


                               October [__], 2005

To the Parties Listed on Schedule A


            Re:   NCB, FSB

Ladies and Gentlemen:

      We have acted as special counsel to NCB, FSB ("NCB"), a federal savings
bank chartered by the Office of Thrift Supervision, U.S. Department of the
Treasury (the "OTS"), in connection with the following documents, which provide
for the proposed sale of certain mortgage loans and NCB's agreement to service
and administer certain mortgage loans and other assets: (i) Mortgage Loan
Purchase Agreement dated as of October 1, 2005, between NCB, as seller, and
Morgan Stanley Capital I Inc. ("MSCI"), as purchaser (the "Mortgage Loan
Purchase Agreement"); (ii) Pooling and Servicing Agreement dated as of October
1, 2005, among MSCI, as Depositor, GMAC Commercial Mortgage Corporation, as
General Master Servicer, NCB, FSB as NCB Master Servicer, National Consumer
Cooperative Bank, as Co-op Special Servicer, J.E. Robert Company, Inc., as
General Special Servicer and Wells Fargo Bank, N.A. as Trustee, Paying Agent and
Certificate Registrar (the "Pooling and Servicing Agreement"; and together with
the Mortgage Loan Purchase Agreement, the "Principal Agreements"); and (iii)
Mortgage Loan Seller Indemnification Agreement dated as of October 12, 2005
between NCB, Morgan Stanley & Co. Incorporated, SunTrust Capital Markets Inc.
and IXIS Securities North America Inc. (the "Indemnification Agreement"; and
together with the Principal Agreements, the "Transaction Documents").
Capitalized terms not otherwise defined herein shall have their respective
meanings set forth in the Principal Agreements.

      In rendering the opinions expressed below, we have examined copies of the
Transaction Documents, agreements executed in connection therewith or pursuant
thereto and originals or conformed copies of such corporate records, agreements
and instruments of NCB, certificates of public officials and officers of NCB,
and such other documents and records, and such matters of law, as we have deemed
appropriate as a basis for the opinions hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not independently
established, we have relied upon statements of governmental officials and upon
representations made in or pursuant to the Transaction Documents and
certificates and statements of appropriate representatives of NCB including,
without limitation, the certificate dated as of the date hereof issued by the
Secretary of NCB (the "NCB Certificate"), and with respect to good standing and
related matters, we have relied solely upon a certificate of the OTS issued on
October [_], 2005 (the "OTS Certificate") and the NCB Certificate.

      In rendering the opinions expressed below, we have assumed that, other
than with respect to NCB, all of the documents referred to in this opinion have
been duly authorized by, have been duly executed and delivered by, and
constitute the legal, valid, binding and enforceable obligations of, all of the
parties to such documents, that all of the signatories to such documents have
been duly authorized and that all such parties are duly organized and validly
existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents.

      Based upon and subject to the foregoing and subject also to the comments,
assumptions and qualifications set forth below, we are of the opinion that:

            a. Based solely upon the OTS Certificate, NCB is a federal savings
bank duly chartered by the OTS validly existing and in good standing under the
laws of the United States of America.

            b. NCB has all necessary corporate power and authority to execute,
deliver and perform its obligations under the Transaction Documents. The
execution, delivery and performance of the Transaction Documents by NCB and the
consummation by NCB of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of NCB, and the
Transaction Documents have been validly executed and delivered by NCB. The
Principal Agreements constitute the valid and binding obligation of NCB,
enforceable against it in accordance with their respective terms.

            c. No consent, approval, authorization of, or declaration, filing or
registration with, any governmental authority in connection with or as a
condition to the execution or delivery by NCB of the Transaction Documents or
the consummation by NCB of the transactions contemplated thereby is required to
be obtained by NCB, except for such consents, approvals, authorizations,
declarations, filings or registrations that have been obtained, and except such
filings as may be necessary to transfer the Loans to the Purchaser pursuant to
the terms of the Mortgage Loan Purchase Agreement or to fulfill its obligations
as NCB Master Servicer under the Pooling and Servicing Agreement.

            d. To our knowledge, there are no actions, suits, proceedings or
investigations pending or threatened against or affecting NCB which, if
adversely determined, individually or collectively, would materially adversely
affect NCB's ability to perform its obligations under the Transaction Documents
or the validity or enforceability of the Transaction Documents.

            e. The execution, delivery and performance by NCB of the Transaction
Documents, and compliance by it therewith, do not and will not conflict with,
constitute a default under or violate (i) any provision of the charter or
by-laws of NCB, (ii) any provision of any material law, rule or regulation
applicable to NCB, (iii) any judgment, order, writ, injunction or decree known
to us of any court or governmental authority or regulatory body that names NCB
or is specifically directed to NCB, or (iv) to our knowledge, any indenture,
agreement or other instrument known to us to which NCB is a party or by which it
is bound.

            In addition to the limitations set forth above, the opinions set
forth herein are further limited by, subject to and based upon the following:

            (a) Wherever this opinion letter refers to matters "known to us," or
"to our knowledge," or words of similar import, such reference means that, in
the course of our representation of NCB in the transaction contemplated by the
Transaction Documents and inquiry of the lawyers within our firm familiar with
the transactions contemplated by the Transaction Documents, no information has
come to our attention that would give us actual knowledge or actual notice that
any such opinions or other matters set forth herein are not accurate. Except as
otherwise stated herein, we have undertaken no independent investigation or
verification of such matters. All opinions set forth herein are subject to, and
may be limited by, future changes in the factual matters set forth herein, and
we undertake no duty to advise you of the same.

            (b) Our opinions herein reflect only the application of applicable
New York law and the Federal laws of the United States. The opinions expressed
herein are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

            (c) The enforceability of the Principal Agreements may be limited by
(i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
or relating to the rights and remedies of creditors generally including, without
limitation, laws relating to fraudulent transfers or conveyances, preferences
and equitable subordination, (ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law), (iii) an implied
covenant of good faith and fair dealing and (iv) the qualification that certain
other provisions of the Principal Agreements may be unenforceable in whole or in
part under the laws (including judicial decisions) of the State of New York or
the United States of America, but the inclusion of such provisions does not, in
our opinion, affect the validity as against NCB of the Principal Agreements as a
whole, and the limitations on the enforceability of such provisions in the
Principal Agreements do not, in our opinion, make the remedies and procedures
otherwise provided in the Principal Agreements inadequate for enforcing payment
of the obligations governed or secured thereby and for the practical realization
of the principal rights and benefits afforded thereby.

            (d) Our opinions are further subject to the following:

            (i) The enforceability of the Principal Agreements against NCB in
      accordance with their respective terms may be limited by the effect of
      standards of good faith, fair dealing and reasonableness which may be
      applied by a court to the exercise of certain rights and remedies.

            (ii) We assume, for purposes of the opinions concerning validity,
      binding effect and enforceability, that the parties to the Principal
      Agreements have acted in good faith and without intent to hinder, delay or
      defraud creditors.

            (iii) We express no opinion as to the enforceability of any
      provisions in the Principal Agreements purporting to restrict access to
      legal or equitable remedies, to establish evidentiary standards, to waive
      or modify service of process requirements under applicable laws, or to
      control the determination of venue for any legal or equitable proceedings
      that may arise in connection therewith.


            (e) We express no opinion as to:

            (i) the enforceability of any provision in any of the Principal
      Agreements purporting or attempting to (A) waive the defenses of forum non
      conveniens or improper venue or (B) confer subject matter jurisdiction on
      a court not having independent grounds therefor or (C) modify or waive the
      requirements for effective service of process for any action that may be
      brought or (D) waive the right of NCB or any other person to a trial by
      jury or (E) provide that remedies are cumulative or that decisions by a
      party are conclusive or (F) modify or waive the rights to notice, legal
      defenses, statutes of limitations or other benefits that cannot be waived
      under applicable law, because such provisions are subject to determination
      by the courts in which litigation may be instituted that such provisions
      are fair and reasonable and comply with and/or are permitted by applicable
      constitutional provisions and by applicable laws, regulations and rules of
      court;

            (ii) the effect on enforceability of any of the Principal Agreements
      of any decision of an arbitration tribunal or an arbitrator pursuant to
      any provision for mandatory or optional arbitration to the extent such
      decision does not give effect to the terms of such Principal Agreements or
      to applicable law;

            (iii) the enforceability of (A) any rights to indemnification
      provided for in the Principal Agreements which are violative of public
      policy underlying any law, rule or regulation (including any federal or
      state securities law, rule or regulation); (B) any rights of setoff under
      the Pooling and Service Agreement; or (C) any provisions purporting to
      provide to any party the right to receive costs and expenses beyond those
      reasonably incurred by it; or

            (iv) (A) the existence or sufficiency of any party's (including,
      without limitation, NCB's) rights in or title to the real or personal
      property described in and encumbered by the respective Loan Documents
      relating to the Loans (the "Collateral"); (B) the creation, attachment or
      perfection of any security interest in any part of the Collateral, or the
      priority of any security interest in the Collateral against any financing
      statement, security interest, mortgage, lien or other encumbrance on or
      covering the Collateral, or the effect of the due recording of, or failure
      to record, such Loan Documents; (C) compliance or non-compliance by NCB or
      any other person or entity with federal or state securities laws
      (including, without limitation, the Securities Act of 1933, the Trust
      Indenture Act of 1939 and the Investment Company Act of 1940); or (D) the
      classification and treatment of the Loans and any proceeds therefrom for
      federal and state income tax purposes.


<PAGE>

            This opinion letter is furnished to you solely for your benefit and
for the benefit of your successors and assigns, and may not be relied upon by,
nor may copies be delivered to, any other person or entity without our prior
written consent. Finally, we do not undertake to advise you of any changes in
the opinions expressed herein resulting from matters that might hereafter come
or be brought to our attention.

                              Very truly yours,

<PAGE>

                                   SCHEDULE A

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036


Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York  10036


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan

Standard & Poor's Ratings Services,
  a division of The McGraw-Hill Companies, Inc.
55 Water Street
New York, New York  10041

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations

IXIS Securities North America Inc.
9 West 57th Street, 36th Floor
New York, New York 10019


<PAGE>

                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V
                                     (UCMFI)



<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (UCMFI LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 1, 2005, between Union Central Mortgage Funding, 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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc.,
SunTrust Capital Markets Inc. and IXIS Securities North America Inc.
(collectively, the "Underwriters"), pursuant to an Underwriting Agreement,
between the Purchaser and the Underwriters, dated October 12, 2005 (the
"Underwriting Agreement"), and the Class X-1, Class X-Y, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class
EI, Class EI-L3, Class R-I, Class R-II and Class R-III Certificates
(collectively, 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 October 12, 2005 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated June 7, 2005, as supplemented by a Prospectus Supplement dated October 12,
2005 (together, the "Prospectus Supplement"), and the Initial Purchaser will
offer the Private Certificates (other than the Class R-I, Class R-II and Class
R-III Certificates) for sale in transactions exempt from the registration
requirements of the Securities Act of 1933 pursuant to a Private Placement
Memorandum, dated as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.66 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of October 2005. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $1,556,862,539. The sale of the Mortgage Loans shall take place on
October 25, 2005 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 1.67 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller in and to the Mortgage Loans identified on the Mortgage Loan Schedule
as of the Closing Date. The Mortgage Loan Schedule, as it may be amended from
time to time on or prior to the Closing Date, shall conform to the requirements
of this Agreement and the Pooling and Servicing Agreement. In connection with
such transfer and assignment, the Seller shall deliver to or on behalf of the
Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 5 in favor of
the Trustee, the applicable Master Servicer and the applicable Special Servicer
to empower the Trustee, the applicable Master Servicer and, in the event of the
failure or incapacity of the Trustee and the applicable Master Servicer, the
applicable Special Servicer, to submit for recording, at the expense of the
Seller, any mortgage loan documents required to be recorded as described in the
Pooling and Servicing Agreement and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Seller agrees to reasonably cooperate with the Trustee, the applicable
Master Servicer and the applicable Special Servicer in connection with any
additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except to the extent that the absence of a
document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 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 in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if such original modification,
consolidation and extension agreements have been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 90th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, true copies of such modifications,
consolidations and extensions certified by the Seller together with (i) in the
case of a delay caused by the public recording office, an Officer's Certificate
of the Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such a copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or, in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
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
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10," which assignment may be effected in the related Assignment of
Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with the Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the applicable Primary Servicing Agreement or (B) the
original of each letter of credit, if any, constituting additional collateral
for such Mortgage Loan (other than letters of credit representing tenant
security deposits which have been collaterally assigned to the lender), which
shall be assigned to and held by the Primary Servicer (or the Master Servicer)
on behalf of the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan, the Pooling and Servicing Agreement and the
applicable Primary Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) and (c) to
indemnify the Trust for any liabilities, charges, costs, fees or other expenses
accruing from the failure of the Seller to assign the letter of credit
hereunder). In the case of clause (B) above, any letter of credit held by the
Primary Servicer (or Master Servicer) shall be held in its capacity as agent of
the Trust, and if the applicable Primary Servicer (or Master Servicer) has
agreed to assign the applicable letter of credit to the Trust or at the
direction of the Special Servicer to such party as the Special Servicer may
instruct in the event a successor to the party holding such letter of credit is
appointed pursuant to the related Primary Servicing Agreement or the Pooling and
Servicing Agreement, as applicable, in each case, at the expense of the
predecessor Primary Servicer (or predecessor Master Servicer). The Primary
Servicer (or Master Servicer) has agreed to indemnify the Trust for any loss
caused by the ineffectiveness of such assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties with a Cut-Off Date balance equal
to or greater than $20,000,000;

            (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender; and

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents.

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any
Managing Director, any Executive Vice President, any Director, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer, any
Assistant Treasurer, any Secretary or Assistant Secretary.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and assignments of UCC financing statements
relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and the assignments of UCC financing statements shall name the
Trustee on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
true and correct copy thereof, to the Trustee as required by such clause, the
Seller shall then deliver within 180 days after the Closing Date such recorded
document (or within such longer period after the Closing Date as the Trustee may
consent to, which consent shall not be withheld so long as the Seller is, as
certified in writing to the Trustee no less than monthly, in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due on the Mortgage Loan after
the Cut-Off Date, all other payments of principal collected after the Cut-Off
Date (other than scheduled payments of principal due on or before the Cut-Off
Date), and all payments of interest on the Mortgage Loans allocable to the
period commencing on the Cut-Off Date. All scheduled payments of principal and
interest due on or before the Cut-Off Date and collected after the Cut-Off Date
shall belong to the Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above. Within 45 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i)(B) above. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the Seller shall prepare a substitute therefor or
cure such defect, and the Seller shall, at its own expense (except in the case
of a document or instrument that is lost by the Trustee), record or file, as the
case may be, and deliver such document or instrument in accordance with this
Section 2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer, the Seller will draw on such letter of
credit as directed by the Master Servicer in such notice to the extent the
Seller has the right to do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to the Master Servicer
or the applicable Primary Servicer or Sub-Servicer, on its behalf, on or prior
to the 75th day after the Closing Date.

            The Servicing File shall consist of, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney client
privileged communications, internal correspondence or credit analysis. Each of
the foregoing items shall be delivered in electronic form, to the extent such
document is available in such form and such form is reasonably acceptable to the
Master Servicer. All of the foregoing items shall be delivered no later than 75
days following the Closing Date.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein. The Seller's and Purchaser's records shall
reflect the transfer of each Mortgage Loan from the Seller to the Purchaser and
its assigns as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto described as belonging to the
            Purchaser in the first paragraph of this Section 2, all substitute
            or replacement Mortgage Loans and all distributions with respect
            thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 1.68 Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller upon reasonable
prior advance notice during normal business hours and shall not be conducted in
a manner that is disruptive to the Seller's normal business operations. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.69 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 organized and in good standing under the laws of Ohio. The
      Seller has the requisite power and authority and legal right to own the
      Mortgage Loans and to transfer and convey the Mortgage Loans to the
      Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser (assuming
      the Purchaser has the capacity to acquire such Mortgage Loans).

            (vii) To the Seller's knowledge, the Seller's Information (as
      defined in that certain indemnification agreement, dated as of October 12,
      2005, between the Seller, the Purchaser, the Underwriters and the Initial
      Purchaser (the "Indemnification Agreement")) relating to the Mortgage
      Loans does not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.
      Notwithstanding anything contained herein to the contrary, this
      subparagraph (vii) shall run exclusively to the benefit of the Purchaser
      and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date
(or as of such other date specifically set forth in the particular
representation and warranty).

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 1.70 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Purchaser shall assign its
rights under this Section 5 to Trustee on behalf of the holders of the
Certificates.

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure periods), is
not properly executed or is defective on its face, or if there is a breach of
any of the representations and warranties required to be made by the Seller
regarding the characteristics of the Mortgage Loans and/or the related Mortgaged
Properties as set forth in Exhibit 2 hereto, and in either case such defect or
breach, either (i) materially and adversely affects the interests of the holders
of the Certificates in the related Mortgage Loan, or (ii) both (A) materially
and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan
is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan (such a
document defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and such a breach described in the preceding clause (i) or (ii)
a "Material Breach"), the party discovering such Material Document Defect or
Material Breach shall promptly notify the other party in writing. Promptly (but
in any event within three Business Days) upon becoming aware of any such
Material Document Defect or Material Breach, the Master Servicer shall, and the
Special Servicer may, request that the Seller, not later than 90 days from the
Seller's receipt of the notice of such Material Document Defect or Material
Breach, cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; provided, however, that if such Material Document
Defect or Material Breach, as the case may be, cannot be corrected or cured in
all material respects within such 90-day period, and such Material Document
Defect or Material Breach would not cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code) but the Seller is diligently
attempting to effect such correction or cure, as certified by the Seller in an
Officer's Certificate delivered to the Trustee, then the cure period will be
extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is, at the end of the initial 90 day
period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" in the Pooling and
Servicing Agreement and (y) the Material Document Defect was identified in a
certification delivered to the Seller by the Trustee pursuant to Section 2.2 of
the Pooling and Servicing Agreement not less than 90 days prior to the delivery
of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to the Seller
pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor
possession of such certification or schedule by the Seller shall, in and of
itself, constitute delivery of notice of any Material Document Defect or
knowledge or awareness by the Seller of any Material Document Defect listed
therein. It is understood and agreed that the 90-day limit will not be violated
as a result of recording office or UCC filing office delays, other than with
respect to a Material Document Defect or Material Breach that would cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code).
In addition, following the date on which such document is required to be
delivered pursuant to Section 2, upon the occurrence (and after any applicable
cure or grace period) any of the following document defects shall be
conclusively presumed to materially and adversely to affect the interests of
holders of the Certificates in the related Mortgage Loan and be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit
and indemnity and a copy of the Mortgage Note; (b) the absence from the Mortgage
File of the original signed Mortgage, unless there is included in the Mortgage
File a true and correct copy of the Mortgage together with an Officer's
Certificate or certification as required by Section 2(b); or (c) the absence
from the Mortgage File of the item called for by paragraph (h) of the definition
of Mortgage File. If any of the foregoing Material Document Defects are
discovered by any party to the Pooling and Servicing Agreement, the Trustee (or
as set forth in the Pooling and Servicing Agreement, the Master Servicer) will,
among other things, give notice to the Rating Agencies and the parties to the
Pooling and Servicing Agreement and make demand upon the Seller for the cure of
the document defect or repurchase or replacement of the related Mortgage Loan.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
respects within the above cure periods, the related Seller shall, on or before
the termination of such cure periods, either (i) repurchase the related Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date at its option replace any
Mortgage Loan or REO Mortgage Loan to which such defect relates with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
repurchase or substitution must occur within 90 days from the earlier of the
date the Seller discovered or was notified of the defect or breach. The Seller
agrees that any such substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, upon such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agreed that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 42 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment of reasonable costs and expenses associated with the defeasance or
assumption of a Mortgage Loan by the Mortgagor or a breach of the representation
and warranty set forth in paragraph 25 of Exhibit 2 attached hereto because the
underlying loan documents do not provide for the payment by the Mortgagor of the
costs of a tax opinion associated with the full or partial release or
substitution of collateral for a Mortgage Loan, the Seller hereby covenants and
agrees to pay such reasonable costs and expenses, to the extent an amount is due
and not paid by the related Mortgagor. The parties hereto acknowledge that the
payment of such reasonable costs and expenses shall be the Seller's sole
obligation with respect to the breaches discussed in the previous sentence. The
Seller shall have no obligation to pay for any of the foregoing costs if the
applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 40 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan
(including, without limitation, all documents delivered by Seller pursuant to
Section 2 of this Agreement), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed and
assigned to the Seller in the same manner such that the Seller shall be vested
with legal and beneficial title to such Mortgage Loan, in each case without
recourse, representation, or warranty, including any property acquired in
respect of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

            Section 1.71 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing
Date.

            The closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date (or as of such other
date specifically set forth in the particular representation and warranty) (to
the extent of the standard, if any, set forth in each representation and
warranty).

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller's Information (as
defined in the Indemnification Agreement) to be disclosed in the Memorandum and
the Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.72 Closing Documents. The Closing Documents shall consist
of the following:

            (a) This Agreement duly executed by the Purchaser and the Seller.

            (b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser
and its successors and assigns may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement are true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date; and (ii) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
on or prior to the Closing Date.

            (c) True, complete and correct copies of the Seller's articles of
organization and by-laws.

            (d) A certificate of good standing for the Seller from the Secretary
of State of Ohio dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under Ohio law and has full
      corporate power and authority to enter into and perform its obligations
      under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitute a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or result in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of New York, as applicable.

            (g) Such other opinions of counsel as any Rating Agency may request
in connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or the Seller's execution and delivery of, or performance under, this Agreement.

            (h) A letter from Deloitte & Touche LLP, 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 1.73 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 October 1, 2005.

            Section 1.74 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
Union Central Mortgage Funding, Inc., 312 Elm Street, Suite 1212, Cincinnati,
Ohio 45202, Attention: D. Stephen Cole.

            Section 1.75 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 1.76 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 1.77 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 1.78 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.79 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.80 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 1.81 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.

<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       UNION CENTRAL MORTGAGE FUNDING, INC.



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE



<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

            a. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule is true and correct in all material respects as of the date of
this Agreement and as of the Cut-Off Date.

            b. 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. Upon the consummation of the transactions contemplated by this
Agreement, the Seller will have validly and effectively conveyed to the
Purchaser all legal and beneficial interest in and to each Mortgage Loan free
and clear of any pledge, lien, charge, security interest or other encumbrance.
The sale of the Mortgage Loans to the Purchaser or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan documents restricts the Seller's
right to transfer the Mortgage Loan to the Purchaser or to the Trustee.

            c. 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.

            d. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            e. 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. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

            f. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since December 17, 2004.

            g. Condition of Property; Condemnation. With respect to (i) the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report issued after the first day of the month that is 18 months
prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each
Mortgaged Property is, other than as disclosed in such property inspection
report or Certificate of Substantial Completion or an Architect's Certificate of
Completion, to the Seller's knowledge, free and clear of any damage (or adequate
reserves therefor have been established based on the engineering report) that
would materially and adversely affect its value as security for the related
Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage Loans that
were not the subject of an engineering report 18 months prior to the Closing
Date as set forth on Schedule A to this Exhibit 2, each Mortgaged Property is in
good repair and condition and all building systems contained therein are in good
working order (or adequate reserves therefor have been established) and each
Mortgaged Property is free of structural defects, in each case, that would
materially and adversely affect its value as security for the related Mortgage
Loan as of the date hereof. The Seller has received no notice of the
commencement of any proceeding for the condemnation of all or any material
portion of any Mortgaged Property. To the Seller's knowledge (based on surveys
and/or title insurance obtained in connection with the origination of the
Mortgage Loans), as of the date of the origination of each Mortgage Loan, all of
the material improvements on the related Mortgaged Property that were considered
in determining the appraised value of the Mortgaged Property lay wholly within
the boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's Title Policy referred to
herein or that do not materially and adversely affect the value or marketability
of such Mortgaged Property, and no improvements on adjoining properties
materially encroached upon such Mortgaged Property so as to materially and
adversely affect the value or marketability of such Mortgaged Property, except
those encroachments that are insured against by the Title Policy referred to
herein.

            h. Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or a comparable form as adopted in the
applicable jurisdiction) lender's title insurance policy, a pro forma policy or
a marked-up title insurance commitment (on which the required premium has been
paid) which evidences such title insurance policy (the "Title Policy") in the
original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

            i. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            j. 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.

            k. 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.

            l. Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
      Loans that were the subject of an environmental site assessment after the
      first day of the month that is 18 months prior to the Closing Date, an
      environmental site assessment, or an update of a previous such report, was
      performed with respect to each Mortgaged Property in connection with the
      origination or the acquisition of the related Mortgage Loan, a report of
      each such assessment (or the most recent assessment with respect to each
      Mortgaged Property) (an "Environmental Report") has been delivered to the
      Purchaser, and, other than as disclosed in the related Environmental
      Report, the Seller has no knowledge of any material and adverse
      environmental condition or circumstance affecting any Mortgaged Property.
      Each Mortgage requires the related Mortgagor to comply with all applicable
      federal, state and local environmental laws and regulations. Where such
      assessment disclosed the existence of a material and adverse environmental
      condition or circumstance affecting any Mortgaged Property, (i) a party
      not related to the Mortgagor was identified as the responsible party for
      such condition or circumstance or (ii) environmental insurance covering
      such condition was obtained or must be maintained until the condition is
      remediated or (iii) the related Mortgagor was required either to provide
      additional security that was deemed to be sufficient by the originator in
      light of the circumstances and/or to establish an operations and
      maintenance plan. In connection with the origination of each Mortgage
      Loan, each environmental consultant has represented in such Environmental
      Report or in a supplement letter that the environmental assessment of the
      applicable Mortgaged Property was conducted utilizing generally accepted
      Phase I industry standards using the American Society for Testing and
      Materials (ASTM) Standard Practice E 1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
      Loans that were not the subject of an environmental site assessment
      meeting ASTM Standards after the first day of the month that is 18 months
      prior to the Closing Date as set forth on Schedule A to this Exhibit 2,
      (i) no Hazardous Material is present on such Mortgaged Property such that
      (1) the value, use or operation of such Mortgaged Property is materially
      and adversely affected or (2) under applicable federal, state or local
      law, (a) such Hazardous Material could be required to be eliminated at a
      cost materially and adversely affecting the value of the Mortgaged
      Property before such Mortgaged Property could be altered, renovated,
      demolished or transferred or (b) the presence of such Hazardous Material
      could (upon action by the appropriate governmental authorities) subject
      the owner of such Mortgaged Property, or the holders of a security
      interest therein, to liability for the cost of eliminating such Hazardous
      Material or the hazard created thereby at a cost materially and adversely
      affecting the value of the Mortgaged Property, and (ii) such Mortgaged
      Property is in material compliance with all applicable federal, state and
      local laws pertaining to Hazardous Materials or environmental hazards, any
      noncompliance with such laws does not have a material adverse effect on
      the value of such Mortgaged Property and neither Seller nor, to Seller's
      knowledge, the related Mortgagor or any current tenant thereon, has
      received any notice of violation or potential violation of any such law.

            "Hazardous Materials" means gasoline, petroleum products,
explosives, radioactive materials, polychlorinated biphenyls or related or
similar materials, and any other substance, material or waste as may be defined
as a hazardous or toxic substance, material or waste by an federal, state or
local environmental law, ordinance, rule, regulation or order, including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C. ss.ss. 1801 et seq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et seq.), the
Federal Water Pollution Control Act, as amended (33 U.S.C. ss.ss. 1251 et seq.),
the Clean Air Act, as amended (42 U.S.C. ss.ss. 7401 et seq.), and any
regulations promulgated pursuant thereto.

            m. Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor is the legal, valid and
binding obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

            n. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures (excluding parking) on the Mortgaged Property are located in an
area identified by the Federal Emergency Management Agency as having special
flood hazards and the Federal Emergency Management Agency requires flood
insurance to be maintained); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, for
properties of similar types and in any event not less than $1 million per
occurrence. Such insurance policy contains a standard mortgagee clause that
names the mortgagee as an additional insured in the case of liability insurance
policies and as a loss payee in the case of property insurance policies and
requires prior notice to the holder of the Mortgage of termination or
cancellation. No such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. Each Mortgage obligates the
related Mortgagor to maintain all such insurance and, upon such Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor
from such Mortgagor. Each Mortgage provides that casualty insurance proceeds
will be applied (a) to the restoration or repair of the related Mortgaged
Property, (b) to the restoration or repair of the related Mortgaged Property,
with any excess insurance proceeds after restoration or repair being paid to the
Mortgagor, or (c) to the reduction of the principal amount of the Mortgage Loan.
For each Mortgaged Property located in a Zone 3 or Zone 4 seismic zone, either:
(i) a seismic report which indicated a PML of less than 20% was prepared, based
on a 450 or 475-year lookback with a 10% probability of exceedance in a 50-year
period, in connection with the origination of the Mortgage Loan secured by such
Mortgaged Property or (ii) the improvements for the Mortgaged Property are
insured against earthquake damage.

            o. Taxes and Assessments. As of the Closing Date, there are no
delinquent taxes, assessments or other outstanding charges affecting any
Mortgaged Property that are or may become a lien of priority equal to or higher
than the lien of the related Mortgage. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered delinquent
or unpaid until the date on which interest or penalties would be first payable
thereon.

            p. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge,
a debtor in any state or federal bankruptcy or insolvency proceeding.

            q. 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:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) 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;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            D. 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;

            E. 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.

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            H. 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;

            I. 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;

            J. 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; and

            K. Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the mortgagee
      without the prior written consent of the mortgagee under such Mortgage
      Loan, and any such action without such consent is not binding on such
      mortgagee, its successors or assigns; provided, however, that termination
      or cancellation without such consent may be binding on the mortgagee if
      (i) an event of default occurs under the Ground Lease, (ii) notice is
      provided to the mortgagee and (iii) such default is curable by the
      mortgagee as provided in the Ground Lease but remains uncured beyond the
      applicable cure period.

            r. 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.

            s. 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)).

            t. 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.

            u. 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.

            v. No Mechanics' Liens. As of the applicable Mortgage Loan
origination date, and to the Seller's knowledge as of the Closing Date, each
Mortgaged Property is free and clear of any and all mechanics' and materialmen's
liens that are prior or equal to the lien of the related Mortgage, except, in
each case, for liens insured against by the Title Policy referred to herein, and
no rights are outstanding that under law could give rise to any such lien that
would be prior or equal to the lien of the related Mortgage except, in each
case, for liens insured against by the Title Policy referred to herein.

            w. Compliance with Laws. Except as otherwise specifically disclosed
in an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

            x. Cross-collateralization. No Mortgage Loan is cross-collateralized
or cross-defaulted with any other Mortgage Loan.

            y. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

            z. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

            aa. No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

            bb. 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.

            cc. 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.

            dd. 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 (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

            ee. 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.

            ff. 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.

            gg. 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.

            hh. 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.

            ii. 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.

            jj. Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

            kk. REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages). .

            ll. Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            mm. [Reserved]

            nn. 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.

            oo. Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the Lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            pp. Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            qq. Authorized to do Business. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of the Mortgage Loan, the originator of such
Mortgage Loan was authorized to do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it originated and held
the Mortgage Loan.

            rr. Terrorism Insurance. With respect to each Mortgage Loan that has
a Stated Principal Balance as of the Cut-off Date that is greater than or equal
to $20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. 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 Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly 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.

            ss. Operating Statements and Rent Rolls. In the case of each
Mortgage Loan, the related Mortgage Loan Documents require the related
Mortgagor, in some cases at the request of the lender, to provide to the holder
of such Mortgage Loan operating statements and rent rolls not less frequently
than annually (except if the Mortgage Loan has an outstanding principal balance
of less than or equal to $3,500,000 as of the Cut-off Date or the related
Mortgaged Property has only one tenant, in either of which cases, the Mortgage
Loan Documents require the Mortgagor, in some cases at the request of the
lender, to provide to the holder of such Mortgage Loan operating statements and
(if there is more than one tenant) rent rolls and/or financial statements of the
Mortgagor annually), and such other information as may be required therein.

            tt. An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.


<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS

                                      None



<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)




<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      [_]
            Accrued Interest                    [_]
                                                ----------------
            Total                               [_]



<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

               Seller:     Union Central Mortgage Funding, 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 October 1, 2005 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property consisting of, arising from or
relating to any of the following property: the Mortgage Loans identified on the
Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security
agreements, and title, hazard and other insurance policies, all distributions
with respect thereto payable after the Cut-Off Date, all substitute or
replacement Mortgage Loans and all distributions with respect thereto, and the
Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, investment property, and other rights arising from or
by virtue of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons with respect
to, all or any part of the collateral described in clause (a) above (including
any accrued discount realized on liquidation of any investment purchased at a
discount); and

            (c) All cash and non-cash proceeds of the collateral described in
clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


SELLER:                                UNION CENTRAL MORTGAGE FUNDING, INC.



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY


THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan


Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045



                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents, that the undersigned in its
capacity as Seller, having an address of Union Central Mortgage Funding, Inc.,
312 Elm Street, Suite 1212, Cincinnati, Ohio 45202 (the "Seller"), being duly
empowered and authorized to do so, does hereby make, constitute and appoint GMAC
Commercial Mortgage Corporation, having an address of 200 Witmer Road, Horsham,
Pennsylvania 19044, Attention: Managing Director, Commercial Servicing
Operations (the "General Master Servicer"), J.E. Robert Company, Inc., having an
address of 15660 N. Dallas Parkway, Suite 1100, Dallas, Texas, 75248, Attention:
Debra Morgan (the "General Special Servicer") and Wells Fargo Bank, N.A., having
an address of 9062 Old Annapolis Road, Columbia, Maryland 21045 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            17. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, the General 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, dated as of October 1, 2005 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee, and Wells Fargo Bank, N.A., as Paying Agent and
Certificate Registrar with respect to the Trust and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            18. This power of attorney shall be limited to the above-mentioned
exercise of power.

            19. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            20. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          UNION CENTRAL MORTGAGE FUNDING, INC.



___________________________            By:________________________

Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:



<PAGE>

                                   EXHIBIT K-6

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                   (SUNTRUST)



<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                (SUNTRUST LOANS)

            Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
October 1, 2005, between SunTrust Bank (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"), dated as of October 1, 2005, between the Purchaser, as
depositor, GMAC Commercial Mortgage Corporation, as General Master Servicer,
J.E. Robert Company, Inc., as General Special Servicer, NCB, FSB, as NCB Master
Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and
Wells Fargo Bank, N.A., as Trustee, Paying Agent and Certificate Registrar. In
exchange for the Mortgage Loans and certain other mortgage loans (the "Other
Mortgage Loans") to be purchased by the Purchaser, 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 2005-IQ10 (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-1A, Class A-2, Class A-3-1FL, Class A-3-1,
Class A-3-2, Class A-AB, Class A-4A, Class A-4B, Class X-2, Class A-J, Class B,
Class C and Class D Certificates (the "Public Certificates") will be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, SunTrust Capital Markets Inc.
and IXIS Securities North America Inc. (collectively, the "Underwriters"),
pursuant to an Underwriting Agreement, between the Purchaser and the
Underwriters, dated October 12, 2005 (the "Underwriting Agreement"), and the
Class X-1, Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class EI, Class EI-L3, Class R-I,
Class R-II and Class R-III Certificates (collectively, 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 October 12,
2005 (the "Certificate Purchase Agreement"). The Underwriters will offer the
Public Certificates for sale publicly pursuant to a Prospectus dated June 7,
2005, as supplemented by a Prospectus Supplement dated October 12, 2005
(together, the "Prospectus Supplement"), and the Initial Purchaser will offer
the Private Certificates (other than the Class R-I, Class R-II and Class R-III
Certificates) for sale in transactions exempt from the registration requirements
of the Securities Act of 1933 pursuant to a Private Placement Memorandum, dated
as of October 12, 2005 (the "Memorandum").

            In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

            Section 1.82 Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage
Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date
with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month
of October 2005. The Mortgage Loans and the Other Mortgage Loans will have an
aggregate principal balance as of the close of business on the Cut-Off Date,
after giving effect to any payments due on or before such date, whether or not
received, of $1,556,862,539. The sale of the Mortgage Loans shall take place on
October 25, 2005 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 15), 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 15).

            Section 1.83 Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller, with the understanding that a Servicing Rights Purchase and Sale
Agreement, dated October 1, 2005, will be executed by the Seller and the General
Master Servicer, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule as of the Closing Date. The Mortgage Loan Schedule, as it may be
amended from time to time on or prior to the Closing Date, shall conform to the
requirements of this Agreement and the Pooling and Servicing Agreement. In
connection with such transfer and assignment, the Seller shall deliver to or on
behalf of the Trustee, on behalf of the Purchaser, on or prior to the Closing
Date, the Mortgage Note (as described in clause (a) below) for each Mortgage
Loan and on or prior to the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached hereto as Exhibit
5 in favor of the Trustee, the applicable Master Servicer and the applicable
Special Servicer to empower the Trustee, the applicable Master Servicer and, in
the event of the failure or incapacity of the Trustee and the applicable Master
Servicer, the applicable Special Servicer, to submit for recording, at the
expense of the Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the
applicable Master Servicer and the applicable Special Servicer in connection
with any additional powers of attorney or revisions thereto that are requested
by such parties for purposes of such recordation. The parties hereto agree that
no such power of attorney shall be used with respect to any Mortgage Loan by or
under authorization by any party hereto except to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the Seller, but in no
event earlier than 18 months from the Closing Date, and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents 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 the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to or on
behalf of the Trustee each of the remaining documents or instruments specified
below (with such exceptions and additional time periods as are permitted by this
Section) with respect to each Mortgage Loan (each, a "Mortgage File"). (The
Seller acknowledges that the term "without recourse" does not modify the duties
of the Seller under Section 5 hereof.)

            All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by or on behalf of the Trustee in escrow on behalf
of the Seller at all times prior to the Closing Date. The Mortgage Files shall
be released from escrow upon closing of the sale of the Mortgage Loans and
payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:

            (a) The original Mortgage Note bearing all intervening endorsements,
endorsed in blank or endorsed "Pay to the order of Wells Fargo Bank, N.A., as
Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10, without recourse, representation or warranty" or
if the original Mortgage Note is not included therein, then a lost note
affidavit and indemnity, with a copy of the Mortgage Note attached thereto;

            (b) The original Mortgage, with evidence of recording thereon, and,
if the Mortgage was executed pursuant to a power of attorney, a certified true
copy of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 90th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, the Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of the Seller
stating that such original Mortgage has been sent to the appropriate public
recording official for recordation or (ii) in the case of an original Mortgage
that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and
complete copy of the original recorded Mortgage;

            (c) The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon (if applicable) or if any such original
modification, consolidation or extension agreement has been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, a true copy of such
modification, consolidation or extension certified by the Seller together with
(i) in the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original modification, consolidation
or extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (ii) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

            (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10";

            (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of the Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening assignment
of Mortgage;

            (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
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
Assignment of Leases has been sent to the appropriate public recording official
for recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in favor of "Wells Fargo Bank, N.A., as Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-IQ10," which assignment may be effected in the related Assignment of
Mortgage;

            (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

            (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
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
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

            (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;

            (j) Copies of the related ground lease(s), if any, to any Mortgage
Loan where the Mortgagor is the lessee under such ground lease and there is a
lien in favor of the mortgagee in such lease.

            (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

            (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee on
behalf of the Trust with a copy to be held by the Primary Servicer (or the
Master Servicer), and applied, drawn, reduced or released in accordance with
documents evidencing or securing the applicable Mortgage Loan, the Pooling and
Servicing Agreement and the Primary Servicing Agreement or (B) the original of
each letter of credit, if any, constituting additional collateral for such
Mortgage Loan (other than letters of credit representing tenant security
deposits which have been collaterally assigned to the lender), which shall be
held by the applicable Primary Servicer (or the Master Servicer) on behalf of
the Trustee, with a copy to be held by the Trustee, and applied, drawn, reduced
or released in accordance with documents evidencing or securing the applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing
Agreement (it being understood that the Seller has agreed (a) that the proceeds
of such letter of credit belong to the Trust, (b) to notify, on or before the
Closing Date, the bank issuing the letter of credit that the letter of credit
and the proceeds thereof belong to the Trust, and to use reasonable efforts to
obtain within 30 days (but in any event to obtain within 90 days) following the
Closing Date, an acknowledgement thereof by the bank (with a copy of such
acknowledgement to be sent to the Trustee) and (c) to indemnify the Trust for
any liabilities, charges, costs, fees or other expenses accruing from the
failure of the Seller to assign the letter of credit hereunder). In the case of
clause (B) above, any letter of credit held by the applicable Primary Servicer
(or Master Servicer) shall be held in its capacity as agent of the Trust, and if
the applicable Primary Servicer (or Master Servicer) sells its rights to service
the applicable Mortgage Loan, the applicable Primary Servicer (or Master
Servicer) has agreed to assign the applicable letter of credit to the Trust or
at the direction of the Special Servicer to such party as the Special Servicer
may instruct, in each case, at the expense of the applicable Primary Servicer
(or Master Servicer). The applicable Primary Servicer (or Master Servicer) has
agreed to indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;

            (m) The original or a copy of the environmental indemnity agreement,
if any, related to any Mortgage Loan;

            (n) Copies of third-party management agreements, if any, for 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) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

            (p) A copy of any affidavit and indemnification agreement in favor
of the lender;

            (q) With respect to hospitality properties, a copy of any franchise
agreement, franchise comfort letter and applicable assignment or transfer
documents;

            "Officer's Certificate" shall mean a certificate signed by one or
more of the Chairman of the Board, any Vice Chairman, the President, any Senior
Vice President, any Vice President, any Assistant Vice President, any Treasurer
or any Assistant Treasurer.

            The Assignment of Mortgage, intervening assignments of Mortgage and
assignment of Assignment of Leases referred to in clauses (d), (e) and (f) may
be in the form of a single instrument assigning the Mortgage and the Assignment
of Leases to the extent permitted by applicable law. To avoid the unnecessary
expense and administrative inconvenience associated with the execution and
recording or filing of multiple assignments of mortgages, assignments of leases
(to the extent separate from the mortgages) and assignments of UCC financing
statements, the Seller shall execute, in accordance with the third succeeding
paragraph, the assignments of mortgages, the assignments of leases (to the
extent separate from the mortgages) and the assignments of UCC financing
statements relating to the Mortgage Loans naming the Trustee on behalf of the
Certificateholders as assignee. Notwithstanding the fact that such assignments
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed
to have been transferred from the Seller to the Purchaser and from the Purchaser
to the Trustee on behalf of the Certificateholders.

            If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90 day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Officer's Certificate of the Seller stating that such document has been
sent to the appropriate public recording official for recordation), to the
Trustee within such 90 day period, the Seller shall then deliver within 180 days
after the Closing Date the recorded document (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
withheld so long as the Seller is, as certified in writing to the Trustee no
less often than monthly, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy).

            The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

            Within 45 days following the Closing Date, the Seller shall deliver
and the Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of the Seller, in the appropriate
public office for real property records, each assignment referred to in clauses
(d) and (f)(ii) above (with recording information in blank if such information
is not yet available). Within 15 days following the Closing Date, the Seller
shall deliver and the Purchaser, the Trustee or the agents of either may submit
or cause to be submitted for filing, at the expense of the Seller, in the
appropriate public office for Uniform Commercial Code financing statements, the
assignment referred to in clause (i) above. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a
defect therein, the Seller shall prepare a substitute therefor or cure such
defect, and the Seller shall, at its own expense (except in the case of a
document or instrument that is lost by the Trustee), record or file, as the case
may be, and deliver such document or instrument in accordance with this Section
2.

            As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement
and each Mortgage Loan secured by a Mortgaged Property with respect to which a
letter of credit is in place, the Seller shall provide a notice on or prior to
the date that is thirty (30) days after the Closing Date to the franchisor or
the issuing financial institution, as applicable, of the transfer of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing Agreement, and
inform such parties that any notices to the Mortgagor's lender pursuant to such
franchise agreement or letter of credit should thereafter be forwarded to the
Master Servicer and, with respect to each franchise agreement, provide a
franchise comfort letter to the franchisor on or prior to the date that is
thirty (30) days after the Closing Date. After the Closing Date, with respect to
any letter of credit that has not yet been assigned to the Trust, upon the
written request of the Master Servicer or the applicable Primary Servicer, the
Seller will draw on such letter of credit as directed by the Master Servicer or
such Primary Servicer in such notice to the extent the Seller has the right to
do so.

            Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered 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 the Primary Servicing Agreement, if
applicable.

            The Servicing File shall include, to the extent required to be (and
actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, attorney-client
privileged communications, internal correspondence or credit analysis. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
sub-paragraph. Each of the foregoing items shall be delivered by the Seller in
electronic form, to the extent such document is available in such form and such
form is reasonably acceptable to the Master Servicer.

            Upon the sale of the Mortgage Loans by the Seller to the Purchaser
pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and
the other contents of the related Mortgage File shall be vested in the Purchaser
and its assigns, and the ownership of all records and documents with respect to
the related Mortgage Loan prepared by or that come into the possession of the
Seller shall immediately vest in the Purchaser and its assigns, and shall be
delivered promptly by the Seller to or on behalf of either the Trustee or the
Master Servicer as set forth herein, subject to the requirements of the Primary
Servicing Agreement. The Seller's and Purchaser's records shall reflect the
transfer of each Mortgage Loan from the Seller to the Purchaser and its assigns
as a sale.

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related property to the Purchaser by the Seller as
provided in this Section 2 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, in the event that, notwithstanding the intent
of the parties, the Mortgage Loans or any related property are held to be the
property of the Seller, or if for any other reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans or any related
property, then:

            (i) this Agreement shall be deemed to be a security agreement; and

            (ii) the conveyance provided for in this Section 2 shall be deemed
      to be a grant by the Seller to the Purchaser of a security interest in all
      of the Seller's right, title, and interest, whether now owned or hereafter
      acquired, in and to:

                  (A) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit and investment
            property consisting of, arising from or relating to any of the
            following property: the Mortgage Loans identified on the Mortgage
            Loan Schedule, including the related Mortgage Notes, Mortgages,
            security agreements, and title, hazard and other insurance policies,
            all distributions with respect thereto payable after the Cut-Off
            Date, all substitute or replacement Mortgage Loans and all
            distributions with respect thereto, and the Mortgage Files;

                  (B) All accounts, general intangibles, chattel paper,
            instruments, documents, money, deposit accounts, certificates of
            deposit, goods, letters of credit, advices of credit, investment
            property and other rights arising from or by virtue of the
            disposition of, or collections with respect to, or insurance
            proceeds payable with respect to, or claims against other Persons
            with respect to, all or any part of the collateral described in
            clause (A) above (including any accrued discount realized on
            liquidation of any investment purchased at a discount); and

                  (C) All cash and non-cash proceeds of the collateral described
            in clauses (A) and (B) above.

            The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

            Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

            The Seller shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement
were deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. In such case, the Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, the Purchaser shall have all
of the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

            Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

            Section 1.84 Examination of Mortgage Files and Due Diligence Review.
The Seller shall (i) deliver to the Purchaser on or before the Closing Date a
diskette acceptable to the Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to
the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
cooperate fully with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

            On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency to examine
and audit all books, records and files pertaining to the Mortgage Loans, the
Seller's underwriting procedures and the Seller's ability to perform or observe
all of the terms, covenants and conditions of this Agreement. Such examinations
and audits shall take place at one or more offices of the Seller during normal
business hours and shall not be conducted in a manner that is disruptive to the
Seller's normal business operations upon reasonable prior advance notice. In the
course of such examinations and audits, the Seller will make available to such
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Special Servicer and each Rating Agency reasonably
adequate facilities, as well as the assistance of a sufficient number of
knowledgeable and responsible individuals who are familiar with the Mortgage
Loans and the terms of this Agreement, and the Seller shall cooperate fully with
any such examination and audit in all material respects. On or prior to the
Closing Date, the Seller shall provide the Purchaser with all material
information regarding the Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to the Seller's financial condition, financial statements
as provided to the Purchaser or other developments affecting the Seller's
ability to consummate the transactions contemplated hereby or otherwise
affecting the Seller in any material respect. Within 45 days after the Closing
Date, the Seller shall provide the Master Servicer or Primary Servicer, if
applicable, with any additional information identified by the Master Servicer or
Primary Servicer, if applicable, as necessary to complete the CMSA Property
File, to the extent that such information is available.

            The Purchaser may exercise any of its rights hereunder through one
or more designees or agents; provided the Purchaser has provided the Seller with
prior notice of the identity of such designee or agent.

            The Purchaser shall keep confidential any information regarding the
Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

            Section 1.85 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
      banking corporation in good standing under the laws of the State of
      Georgia. The Seller has the requisite power and authority and legal right
      to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
      the Purchaser and has the requisite power and authority to execute and
      deliver, engage in the transactions contemplated by, and perform and
      observe the terms and conditions of, this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller, and assuming the due authorization, execution
      and delivery hereof by the Purchaser, this Agreement constitutes the
      valid, legal and binding agreement of the Seller, enforceable in
      accordance with its terms, except as such enforcement may be limited by
      (A) laws relating to bankruptcy, insolvency, reorganization, receivership
      or moratorium, (B) other laws relating to or affecting the rights of
      creditors generally, (C) general equity principles (regardless of whether
      such enforcement is considered in a proceeding in equity or at law) or (D)
      public policy considerations underlying the securities laws, to the extent
      that such public policy considerations limit the enforceability of the
      provisions of this Agreement that purport to provide indemnification from
      liabilities under applicable securities laws.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Seller with this Agreement, or the
      consummation by the Seller of any transaction contemplated hereby, other
      than (1) such qualifications as may be required under state securities or
      blue sky laws, (2) the filing or recording of financing statements,
      instruments of assignment and other similar documents necessary in
      connection with the Seller's sale of the Mortgage Loans to the Purchaser,
      (3) such consents, approvals, authorizations, qualifications,
      registrations, filings or notices as have been obtained and (4) where the
      lack of such consent, approval, authorization, qualification,
      registration, filing or notice would not have a material adverse effect on
      the performance by the Seller under this Agreement.

            (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
      nor the execution, delivery or performance of this Agreement by the
      Seller, conflicts or will conflict with, results or will result in a
      breach of, or constitutes or will constitute a default under (A) any term
      or provision of the Seller's articles of organization or by-laws, (B) any
      term or provision of any material agreement, contract, instrument or
      indenture to which the Seller is a party or by which it or any of its
      assets is bound or results in the creation or imposition of any lien,
      charge or encumbrance upon any of its property pursuant to the terms of
      any such indenture, mortgage, contract or other instrument, other than
      pursuant to this Agreement, or (C) after giving effect to the consents or
      taking of the actions contemplated in subsection (iii), any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) There are no actions or proceedings against, or investigations
      of, the Seller pending or, to the Seller's knowledge, threatened in
      writing against the Seller before any court, administrative agency or
      other tribunal, the outcome of which could reasonably be expected to
      materially and adversely affect the transfer of the Mortgage Loans to the
      Purchaser or the execution or delivery by, or enforceability against, the
      Seller of this Agreement or have an effect on the financial condition of
      the Seller that would materially and adversely affect the ability of the
      Seller to perform its obligations under this Agreement.

            (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to
      this Agreement will effect a transfer by the Seller of all of its right,
      title and interest in and to the Mortgage Loans to the Purchaser.

            (vii) To the Seller's knowledge, the Seller Information (as defined
      in that certain indemnification agreement, dated as of October 12, 2005,
      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
      (when read together with the Final Prospectus Supplement, in the case of
      Public Certificates, or when read together with the Memorandum, in the
      case of the Private Certificates). Notwithstanding anything contained
      herein to the contrary, this subparagraph (vii) shall run exclusively to
      the benefit of the Purchaser and no other party.

            To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

            Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

            (b) To induce the Seller to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as of the date hereof:

            (i) The Purchaser is a corporation duly organized, validly existing,
      and in good standing under the laws of the State of Delaware with full
      power and authority to carry on its business as presently conducted by it.

            (ii) The Purchaser has full power and authority to acquire the
      Mortgage Loans, to execute and deliver this Agreement and to enter into
      and consummate all transactions contemplated by this Agreement. The
      Purchaser has duly and validly authorized the execution, delivery and
      performance of this Agreement and has duly and validly executed and
      delivered this Agreement. This Agreement, assuming due authorization,
      execution and delivery by the Seller, constitutes the valid and binding
      obligation of the Purchaser, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by bankruptcy,
      insolvency, reorganization, moratorium and other similar laws affecting
      the enforcement of creditors' rights generally and by general principles
      of equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (iii) No consent, approval, authorization or order of, registration
      or filing with, or notice to, any governmental authority or court is
      required, under federal or state law, for the execution, delivery and
      performance of or compliance by the Purchaser with this Agreement, or the
      consummation by the Purchaser of any transaction contemplated hereby that
      has not been obtained or made by the Purchaser.

            (iv) Neither the purchase of the Mortgage Loans nor the execution,
      delivery and performance of this Agreement by the Purchaser will violate
      the Purchaser's certificate of incorporation or by-laws or constitute a
      default (or an event that, with notice or lapse of time or both, would
      constitute a default) under, or result in a breach of, any material
      agreement, contract, instrument or indenture to which the Purchaser is a
      party or that may be applicable to the Purchaser or its assets.

            (v) The Purchaser's execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not
      constitute a violation of, any law, rule, writ, injunction, order or
      decree of any court, or order or regulation of any federal, state or
      municipal government agency having jurisdiction over the Purchaser or its
      assets, which violation could materially and adversely affect the
      condition (financial or otherwise) or the operation of the Purchaser or
      its assets or could materially and adversely affect its ability to perform
      its obligations and duties hereunder.

            (vi) There are no actions or proceedings against, or investigations
      of, the Purchaser pending or, to the Purchaser's knowledge, threatened
      against the Purchaser before any court, administrative agency or other
      tribunal, the outcome of which could reasonably be expected to adversely
      affect the transfer of the Mortgage Loans, the issuance of the
      Certificates, the execution, delivery or enforceability of this Agreement
      or have an effect on the financial condition of the Purchaser that would
      materially and adversely affect the ability of the Purchaser to perform
      its obligation under this Agreement.

            (vii) The Purchaser has not dealt with any broker, investment
      banker, agent or other person, other than the Seller, the Underwriters,
      the Initial Purchaser and their respective affiliates, that may be
      entitled to any commission or compensation in connection with the sale of
      the Mortgage Loans or consummation of any of the transactions contemplated
      hereby.

            To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

            Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

            Section 1.86 Remedies Upon Breach of Representations and Warranties
Made by the Seller.

            (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of the Purchaser's assignment of its rights hereunder to the
Trustee, the representations and warranties set forth on Exhibit 2 hereto (each
as of the date hereof unless otherwise specified).

            (b) It is hereby further acknowledged that if any document required
to be delivered to the Trustee pursuant to Section 2 is not delivered as and
when required (and including the expiration of any grace or cure period), is 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
party; provided that any breach of the representation and warranty contained in
paragraph (38) of such Exhibit 2 shall constitute a Material Breach only if such
prepayment premium or yield maintenance charge is not deemed "customary" for
commercial mortgage loans as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at
the end of the initial 90 day period, a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in clause (ii) or clause (v) of the definition of "Servicing Transfer
Event" in the Pooling and Servicing Agreement and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90
days prior to the delivery of the notice of such Material Document Defect. The
parties acknowledge that neither delivery of a certification or schedule of
exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by the
Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller of any Material Document
Defect listed therein.

            The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Breach had occurred without regard to this
paragraph (the "Affected Loan(s)"): (1) the debt service coverage ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) for the four calendar
quarters immediately preceding the repurchase or replacement (determined as
provided in the definition of Debt Service Coverage Ratio in the Pooling and
Servicing Agreement, except that net cash flow for such four calendar quarters,
rather than year-end, shall be used) is equal to the greater of (x) the debt
service coverage ratio for all such Mortgage Loans (including the Affected
Loan(s)) set forth under the heading "NCF DSCR" in Appendix II to the Final
Prospectus Supplement and (y) 1.25x, and (2) the Loan-to-Value Ratio for all
such other Mortgage Loans (excluding the Affected Loan(s)) is not greater than
the lesser of (x) the current loan-to-value ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "Cut-Off Date LTV"
in Appendix II to the Final Prospectus Supplement and (y) 75%. The determination
of the Master Servicer as to whether either of the conditions set forth above
has been satisfied shall be conclusive and binding in the absence of manifest
error. The Master Servicer will be entitled to cause, or direct the Seller to
cause, to be delivered to the Master Servicer at the Seller's expense (i) an
Appraisal of any or all of the related Mortgaged Properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the Seller if the scope and cost of
the Appraisal is approved by the Seller (such approval not to be unreasonably
withheld) and (ii) an Opinion of Counsel that not requiring the repurchase of
each such Cross-Collateralized Loan will not result in an Adverse REMIC Event.

            With respect to any Mortgage Loan that is cross-defaulted and/or
cross-collateralized with any other Mortgage Loan conveyed hereunder, to the
extent that the Seller is required to repurchase or substitute for such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above while the
Trustee (as assignee of the Purchaser) continues to hold any other Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller and the
Purchaser hereby agree to modify, upon such repurchase or substitution, the
related Mortgage Loan documents in a manner such that such affected Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller shall have
furnished the Trustee, at the expense of the Seller, a nondisqualification
opinion that such modification shall not cause an Adverse REMIC Event; provided,
further, that if such nondisqualification opinion cannot be furnished, the
Seller and the Purchaser agreed that such repurchase or substitution of only the
Repurchased Loan, notwithstanding anything to the contrary herein, shall not be
permitted and the Seller shall repurchase or substitute for the Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other cash
collateral or letters of credit securing the Cross-Collateralized Loans shall be
allocated between such Mortgage Loans in accordance with the Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in full force and
effect, without any modification thereof. The Mortgagors set forth on Schedule B
hereto are intended third-party beneficiaries of the provisions set forth in
this paragraph and the preceding paragraph. The provisions of this paragraph and
the preceding paragraph may not be modified with respect to any Mortgage Loan
without the related Mortgagor's consent.

            Upon occurrence (and after any applicable cure or grace period), any
of the following document defects shall be conclusively presumed materially and
adversely to affect the interests of Certificateholders in a Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii) the absence
from the Mortgage File of the item called for by paragraph (b) of the definition
of Mortgage File; or (iii) the absence from the Mortgage File of the item called
for by paragraph (h) of the definition of Mortgage File. If any of the foregoing
Material Document Defects is discovered by the Custodian (or the Trustee if
there is no Custodian), the Trustee (or as set forth in Section 2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the steps
described elsewhere in this Section, including the giving of notices to the
Rating Agencies and the parties hereto and making demand upon the Seller for the
cure of the Material Document Defect or repurchase or replacement of the related
Mortgage Loan.

            If the Seller disputes that a Material Document Defect or Material
Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect
a correction or cure of such Material Document Defect or Material Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that (x) the
period of time provided for the Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially
Serviced Mortgage Loan, the applicable Special Servicer may, subject to the
Servicing Standard, modify, work-out or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing Agreement, while pursuing the repurchase claim. The Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to
such a work-out shall not constitute a defense to any repurchase claim nor shall
such modification or work-out change the Purchase Price due from the Seller for
any repurchase claim. Any sale of the Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the REO Property, to a Person other than the Seller
shall be without (i) recourse of any kind (either express or implied) by such
Person against the Seller and (ii) representation or warranty of any kind
(either express or implied) by the Seller to or for the benefit of such Person.

            The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer or Special Servicer, as applicable, shall be required
to notify the Seller of the discovery of the Material Document Defect or
Material Breach and the Seller shall be required to follow the procedures set
forth in this Agreement to correct or cure such Material Document Defect or
Material Breach or purchase the REO Property at the Purchase Price. If the
Seller fails to correct or cure the Material Document Defect or Material Breach
or purchase the REO Property, then the provisions above regarding notice of
offers related to such REO Property and the Seller's right to purchase such REO
Property shall apply. If a court of competent jurisdiction issues a final order
that the Seller is or was obligated to repurchase the related Mortgage Loan or
REO Mortgage Loan or the Seller otherwise accepts liability, then, after the
expiration of any applicable appeal period, but in no event later than the
termination of the Trust pursuant to Section 9.30 of the Pooling and Servicing
Agreement, the Seller will be obligated to pay to the Trust the difference
between any Liquidation Proceeds received upon such liquidation (including those
arising from any sale to the Seller) and the Purchase Price; provided that the
prevailing party in such action shall be entitled to recover all costs, fees and
expenses (including reasonable attorneys' fees) related thereto.

            In connection with any liquidation or sale of a Mortgage Loan or REO
Property as described above, the Special Servicer will not receive a Liquidation
Fee in connection with such liquidation or sale or any portion of the Work-Out
Fee that accrues after the Seller receives notice of a Material Document Defect
or Material Breach until a final determination has been made, as set forth in
the prior paragraph, as to whether the Seller is or was obligated to repurchase
such related Mortgage Loan or REO Property. Upon such determination, the Special
Servicer will be entitled: (i) with respect to a determination that the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if due in
accordance with the definition thereof, based upon the full Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation Fee payable by
the Seller or (ii) with respect to a determination that Seller is not or was not
obligated to repurchase (or the Trust decides that it will no longer pursue a
claim against the Seller for repurchase), (A) to collect a Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued and unpaid
Work-Out Fee, based on amounts that were collected for as long as the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with such amount
to be paid from amounts in the Certificate Account.

            The obligations of the Seller set forth in this Section 5(b) to cure
a Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach in
respect of an outstanding Mortgage Loan; provided, that this limitation shall
not in any way limit the Purchaser's rights or remedies upon breach of any other
representation or warranty or covenant by the Seller set forth in this Agreement
(other than those set forth in Exhibit 2).

            Notwithstanding the foregoing, in the event that there is a breach
of the representation and warranty set forth in paragraph 41 of Exhibit 2
attached hereto because the underlying loan documents do not provide for the
payment by the Mortgagor of reasonable costs and expenses associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to the extent an
amount is due and not paid by the related Mortgagor. The parties hereto
acknowledge that the payment of such reasonable costs and expenses shall be the
Seller's sole obligation with respect to the breaches discussed in the previous
sentence. The Seller shall have no obligation to pay for any of the foregoing
costs if the applicable Mortgagor has an obligation to pay for such costs.

            The Seller hereby agrees that it will pay for any expense incurred
by the applicable Master Servicer or the Special Servicer, as applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3 of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a "qualified
substitute mortgage loan" within the meaning of the Treasury Regulations
promulgated under the Code. Upon a breach of the representation and warranty set
forth in paragraph 39 of Exhibit 2 attached hereto, if such Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan", such breach
will be cured and the Seller will not be obligated to repurchase or otherwise
remedy such breach.

            (c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the applicable Special Servicer on
its behalf) shall give written notice within three Business Days to the Seller
of its discovery of any Material Document Defect or Material Breach and prompt
written notice to the Seller in the event that any Mortgage Loan becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and Servicing
Agreement).

            (d) If the Seller repurchases any Mortgage Loan pursuant to this
Section 5, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be delivered to
the Seller all Mortgage Loan documents with respect to such Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner such that the Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policies
with respect thereto.

            Section 1.87 Closing. The closing of the sale of the Mortgage Loans
shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World
Financial Center, New York, NY 10281 at 9:00 a.m., New York time, on the Closing
Date.

            The obligation of the Seller and the Purchaser to close shall be
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (a) All of the representations and warranties of the Seller and the
Purchaser specified in Section 4 of this Agreement (including, without
limitation, the representations and warranties set forth on Exhibit 2 to this
Agreement) shall be true and correct as of the Closing Date, provided that any
representations and warranties made as of a specified date shall be true and
correct as of such specified date.

            (b) All Closing Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the Seller or the
Purchaser, as applicable, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof.

            (c) The Seller shall have delivered and released to the Purchaser or
its designee all documents required to be delivered to the Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.

            (d) The result of the examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to the Purchaser and its affiliates in their sole determination and the parties
shall have agreed to the form and contents of the Seller Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum and the
Prospectus Supplement.

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
the Seller and the Purchaser shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied with
or performed after the Closing Date.

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.

            (g) The Certificates to be so rated shall have been assigned ratings
by each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

            (h) No Underwriter shall have terminated the Underwriting Agreement
and the Initial Purchaser shall not have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser shall have
suspended, delayed or otherwise cancelled the Closing Date.

            (i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.

            Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.

            Section 1.88 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 Georgia dated not earlier than 30 days prior to the Closing Date.

            (e) A certificate of the Secretary or Assistant Secretary of the
Seller, dated the Closing Date, and upon which the Purchaser may rely, to the
effect that each individual who, as an officer or representative of the Seller,
signed this Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures.

            (f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the Seller, dated
the Closing Date, substantially to the effect of the following (with such
changes and modifications as the Purchaser may approve and subject to such
counsel's reasonable qualifications):

            (i) The Seller is validly existing under the laws of the State of
      Georgia and has full corporate power and authority to enter into and
      perform its obligations under this Agreement.

            (ii) This Agreement has been duly authorized, executed and delivered
      by the Seller.

            (iii) No consent, approval, authorization or order of any federal
      court or governmental agency or body is required for the consummation by
      the Seller of the transactions contemplated by the terms of this Agreement
      except any approvals as have been obtained.

            (iv) Neither the execution, delivery or performance of this
      Agreement by the Seller, nor the consummation by the Seller of any of the
      transactions contemplated by the terms of this Agreement (A) conflicts
      with or results in a breach or violation of, or constitutes a default
      under, the organizational documents of the Seller, (B) to the knowledge of
      such counsel, constitutes a default under any term or provision of any
      material agreement, contract, instrument or indenture, to which the Seller
      is a party or by which it or any of its assets is bound or results in the
      creation or imposition of any lien, charge or encumbrance upon any of its
      property pursuant to the terms of any such indenture, mortgage, contract
      or other instrument, other than pursuant to this Agreement, or (C)
      conflicts with or results in a breach or violation of any law, rule,
      regulation, order, judgment, writ, injunction or decree of any court or
      governmental authority having jurisdiction over the Seller or its assets,
      except where in any of the instances contemplated by clauses (B) or (C)
      above, any conflict, breach or default, or creation or imposition of any
      lien, charge or encumbrance, will not have a material adverse effect on
      the consummation of the transactions contemplated hereby by the Seller or
      materially and adversely affect its ability to perform its obligations and
      duties hereunder or result in any material adverse change in the business,
      operations, financial condition, properties or assets of the Seller, or in
      any material impairment of the right or ability of the Seller to carry on
      its business substantially as now conducted.

            (v) To his or her knowledge, there are no legal or governmental
      actions, investigations or proceedings pending to which the Seller is a
      party, or threatened against the Seller, (a) asserting the invalidity of
      this Agreement or (b) which materially and adversely affect the
      performance by the Seller of its obligations under, or the validity or
      enforceability of, this Agreement.

            (vi) This Agreement is a valid, legal and binding agreement of the
      Seller, enforceable against the Seller in accordance with its terms,
      except as such enforcement may be limited by (1) laws relating to
      bankruptcy, insolvency, reorganization, receivership or moratorium, (2)
      other laws relating to or affecting the rights of creditors generally, (3)
      general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law) or (4) public policy
      considerations underlying the securities laws, to the extent that such
      public policy considerations limit the enforceability of the provisions of
      this Agreement that purport to provide indemnification from liabilities
      under applicable securities laws.

            Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations and warranties
made by, and on certificates or other documents furnished by officers of, the
parties to this Agreement.

            In rendering the opinions expressed above, such counsel may limit
such opinions to matters governed by the federal laws of the United States and
the corporate laws of the State of Delaware and the State of Georgia, 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 LLP, 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 1.89 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 October 1, 2005.

            Section 1.90 Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: Andrew Berman, with a
copy to Michelle Wilke (or such other address as may hereafter be furnished in
writing by the Purchaser), or (ii) if to the Seller, addressed to the Seller at
SunTrust Bank, 303 Peachtree Street, Atlanta, Georgia 30308, Attention: Roberto
Lumpris, with a copy to James Bennison.

            Section 1.91 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 1.92 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 1.93 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 1.94 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

            Section 1.95 Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon the Seller,
the Purchaser and their respective successors, legal representatives, and
permitted assigns, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that the rights and obligations of the
Purchaser pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and 12
hereof may be assigned to the Trustee as may be required to effect the purposes
of the Pooling and Servicing Agreement and, upon such assignment, the Trustee
shall succeed to the rights and obligations hereunder of the Purchaser. No owner
of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assigns because of such ownership.

            Section 1.96 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 1.97 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof (other than the Letter of Understanding, the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


<PAGE>

            IN WITNESS WHEREOF, the Purchaser and the Seller have caused this
Agreement to be executed by their respective duly authorized officers as of the
date first above written.


                                       SUNTRUST BANK



                                       By:____________________________________
                                          Name:
                                          Title:


                                       MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                    EXHIBIT 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>

                                    EXHIBIT 2

                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is 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.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have validly and effectively conveyed to the Purchaser all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance. The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan documents restricts the Seller's right to transfer the
Mortgage Loan to the Purchaser or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Mortgagor's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Mortgagor's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related mortgagee to enter into possession to collect the rents or for rents to
be paid directly to the mortgagee.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File and none of the Mortgage Loans has been materially
modified since December 17, 2004.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established based on the engineering
report) that would materially and adversely affect its value as security for the
related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an engineering report 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged
Property is in good repair and condition and all building systems contained
therein are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural defects, in each
case, that would materially and adversely affect its value as security for the
related Mortgage Loan as of the date hereof. The Seller has received no notice
of the commencement of any proceeding for the condemnation of all or any
material portion of any Mortgaged Property. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination of
the Mortgage Loans), as of the date of the origination of each Mortgage Loan,
all of the material improvements on the related Mortgaged Property that were
considered in determining the appraised value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of such property,
except for encroachments that are insured against by the lender's Title Policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
Loans that were the subject of an environmental site assessment after the first
day of the month that is 18 months prior to the Closing Date, an environmental
site assessment, or an update of a previous such report, was performed with
respect to each Mortgaged Property in connection with the origination or the
acquisition of the related Mortgage Loan, a report of each such assessment (or
the most recent assessment with respect to each Mortgaged Property) (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage requires the related Mortgagor to comply with all applicable federal,
state and local environmental laws and regulations. Where such assessment
disclosed the existence of a material and adverse environmental condition or
circumstance affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified as the responsible party for such condition or
circumstance or (ii) environmental insurance covering such condition was
obtained or must be maintained until the condition is remediated or (iii) the
related Mortgagor was required either to provide additional security that was
deemed to be sufficient by the originator in light of the circumstances and/or
to establish an operations and maintenance plan. In connection with the
origination of each Mortgage Loan, each environmental consultant has represented
in such Environmental Report or in a supplement letter that the environmental
assessment of the applicable Mortgaged Property was conducted utilizing
generally accepted Phase I industry standards using the American Society for
Testing and Materials (ASTM) Standard Practice E 1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
Loans that were not the subject of an environmental site assessment meeting ASTM
Standards after the first day of the month that is 18 months prior to the
Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the value, use or
operation of such Mortgaged Property is materially and adversely affected or (2)
under applicable federal, state or local law, (a) such Hazardous Material could
be required to be eliminated at a cost materially and adversely affecting the
value of the Mortgaged Property before such Mortgaged Property could be altered,
renovated, demolished or transferred or (b) the presence of such Hazardous
Material could (upon action by the appropriate governmental authorities) subject
the owner of such Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such Hazardous Material or the
hazard created thereby at a cost materially and adversely affecting the value of
the Mortgaged Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
Hazardous Materials or environmental hazards, any noncompliance with such laws
does not have a material adverse effect on the value of such Mortgaged Property
and neither Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or potential
violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

      (13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of
Leases and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Mortgagor is the legal, valid and
binding obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "All Risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the mortgagee as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Mortgagor, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450 or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) 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;

            B. The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            C. The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            D. 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;

            E. 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.

            F. A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            H. 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;

            I. 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.

            J. 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; and

            K. Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the mortgagee
      without the prior written consent of the mortgagee under such Mortgage
      Loan, and any such action without such consent is not binding on such
      mortgagee, its successors or assigns; provided, however, that termination
      or cancellation without such consent may be binding on the mortgagee if
      (i) an event of default occurs under the Ground Lease, (ii) notice is
      provided to the mortgagee and (iii) such default is curable by the
      mortgagee as provided in the Ground Lease but remains uncured beyond the
      applicable cure period.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception on Schedule A attached hereto to another representation and
warranty made by the seller in this Exhibit 2, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule A hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
A, no Mortgage Loan permits the full or partial release or substitution of
collateral unless the mortgagee or servicer can require the Mortgagor to provide
an opinion of tax counsel to the effect that such release or substitution of
collateral (a) would not constitute a "significant modification" of such
Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would
not cause such Mortgage Loan to fail to be a "qualified mortgage" within the
meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the
related Mortgagor to bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit 2 or
the exceptions listed in Schedule A attached hereto.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered by a junior mortgage or deed of trust; provided, however,
that certain Mortgage Loans provide a mechanism for the assumption of the loan
by a third party upon the Mortgagor's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Mortgagor or constituent entities of the Mortgagor to a third party or
parties related to the Mortgagor upon the Mortgagor's satisfaction of certain
conditions precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) [Reserved]

      (40) 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.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the Lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

      (43) Authorized to do Business. To the extent required under applicable
law as of the date of origination, and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located at all times when it originated and held the Mortgage Loan.

      (44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-off Date that is greater than or equal to
$20,000,000, the related all risk insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. 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 Mortgage Loan Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly 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.

      (45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan the related Mortgage Loan Documents require the related Mortgagor, in some
cases at the request of the lender, to provide to the holder of such Mortgage
Loan operating statements and rent rolls not less frequently than annually
(except if the Mortgage Loan has an outstanding principal balance of less than
or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged Property
has only one tenant, in either of which cases, the Mortgage Loan Documents
require the Mortgagor, in some cases at the request of the lender, to provide to
the holder of such Mortgage Loan operating statements and (if there is more than
one tenant) rent rolls and/or financial statements of the Mortgagor annually),
and such other information as may be required therein.

      (46) An appraisal of the related Mortgaged Property was conducted in
connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.



<PAGE>

                                   SCHEDULE A

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
             LISTED IN EXHIBIT 2 REGARDING INDIVIDUAL MORTGAGE LOANS


Representation No. 36: Non-Recourse Exceptions

Loan: CVS Pharmacy, Bartow,FL

Evans Properties, Inc., the parent to Evans Bartow Drugstore, LLC (the Borrower)
had executed a guaranty and is liable for damages arising in the case of fraud
or willful misrepresentation by the Mortgagor, misappropriation of rents,
insurance proceeds or condemnation awards and breaches of the environmental
covenants in the Mortgage Loan documents as opposed to an individual.



<PAGE>

                                   SCHEDULE B

                           LIST OF MORTGAGORS THAT ARE
                  THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b)




<PAGE>

                                    EXHIBIT 3

                                 PURCHASE PRICE



            Purchase Price                      $[_]
            Accrued Interest                    $[_]
                                                ----------------
            Total                               $[_]


<PAGE>

                                    EXHIBIT 4

                                  BILL OF SALE

            1. Parties. The parties to this Bill of Sale are the following:

                  Seller:     SunTrust Bank
                  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 October 1, 2005 (the "Mortgage
Loan Purchase Agreement"), between the Seller and the Purchaser and all of the
following property:

            (a) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the following property: the
      Mortgage Loans identified on the Mortgage Loan Schedule including the
      related Mortgage Notes, Mortgages, security agreements, and title, hazard
      and other insurance policies, all distributions with respect thereto
      payable after the Cut-Off Date, all substitute or replacement Mortgage
      Loans and all distributions with respect thereto, and the Mortgage Files;

            (b) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (a) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (c) All cash and non-cash proceeds of the collateral described in
      clauses (a) and (b) above.

            3. Purchase Price. The amount and other consideration set forth on
Exhibit 3 to the Mortgage Loan Purchase Agreement.

            4. Definitions. Terms used but not defined herein shall have the
meanings assigned to them in the Mortgage Loan Purchase Agreement.



<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this ___ day of October, 2005.


SELLER:                                SUNTRUST BANK



                                       By:____________________________________
                                          Name:
                                          Title:


PURCHASER:                             MORGAN STANLEY CAPITAL I INC.



                                       By:____________________________________
                                          Name:
                                          Title:





<PAGE>

                                    EXHIBIT 5

                        FORM OF LIMITED POWER OF ATTORNEY

THIS DOCUMENT PREPARED BY,
AND AFTER RECORDING RETURN TO:

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania 19044
Attention:  Managing Director, Commercial Servicing Operations


J.E. Robert Company, Inc.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas, 75248
Attention: Debra Morgan

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045



                            LIMITED POWER OF ATTORNEY

            Know all persons by these presents; that the undersigned in its
capacity as Seller, having an address of 303 Peachtree Street, Atlanta, Georgia
30308, Attention: Roberto Lumpris, (the "Seller"), being duly empowered and
authorized to do so, does hereby make, constitute and appoint GMAC Commercial
Mortgage Corporation, having an address of 200 Witmer Road, Horsham,
Pennsylvania 19044, Attention: Managing Director, Commercial Servicing
Operations (the "General Master Servicer"), J.E. Robert Company, Inc., having an
address of 15660 N. Dallas Parkway, Suite 1100, Dallas, Texas, 75248, Attention:
Debra Morgan (the "General Special Servicer") and Wells Fargo Bank, N.A., having
an address of 9062 Old Annapolis Road, Columbia, Maryland 21045 (the "Trustee")
as the true and lawful attorneys-in-fact for the undersigned, in its name, place
and stead, and for its use and benefit:

            21. To empower the Trustee, the General Master Servicer and, in the
event of the failure or incapacity of the Trustee and the General Master
Servicer, General 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, dated as of October 1, 2005 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
Depositor, the General Master Servicer, the General Special Servicer, NCB, FSB,
as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, the Trustee, and Wells Fargo Bank, N.A., as Paying Agent and
Certificate Registrar with respect to the Trust and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage File (so long as original counterparts have previously been delivered
to the Trustee).

            22. This power of attorney shall be limited to the above-mentioned
exercise of power.

            23. This instrument is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers
herein is not intended to, nor does it give rise to, and it is not intended to
be construed as, a general power of attorney.

            24. The rights, power of authority of said attorney herein granted
shall commence and be in full force and effect on the date hereof and such
rights, powers and authority shall remain in full force and effect until the
termination of the Pooling and Servicing Agreement.


            Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.



<PAGE>

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of October 2005.


Witnessed by:                          SUNTRUST BANK



___________________________            By:________________________

Print Name:                            Name:
                                       Title:

STATE OF______________________)

COUNTY OF_____________________)

On __________________________, before me, a Notary Public in and for said
county, personally appeared ________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person acted and executed the instrument.
Witness my hand and official seal.



---------------------------------------
Commission Expires:





<PAGE>

                                    EXHIBIT L

                                    Reserved


<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDERS REPORT


<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                         DISTRIBUTION DATE STATEMENT

                                              Table of Contents
<CAPTION>

                     -------------------------------------------------------------------------------
<S>                                                                                        <C>
                        STATEMENT SECTIONS                                                 PAGE(s)
                        ------------------                                                 -------

                        Certificate Distribution Detail                                       2
                        Certificate Factor Detail                                             3
                        Reconciliation Detail                                                 4
                        Other Required Information                                            5
                        Cash Reconciliation                                                   6
                        Ratings Detail                                                        7
                        Current Mortgage Loan and Property Stratification Tables           8 - 16
                        Mortgage Loan Detail                                                 17
                        Principal Prepayment Detail                                          18
                        Historical Detail                                                    19
                        Delinquency Loan Detail                                              20
                        Specially Serviced Loan Detail                                     21 - 22
                        Modified Loan Detail                                                 23
                        Liquidated Loan Detail                                               24
                        Bond / Collateral Realized Loss Reconciliation                       25
                     -------------------------------------------------------------------------------

<CAPTION>
             Depositor                                    Master Servicer                              Special Servicer
--------------------------------------      -------------------------------------------      --------------------------------------
<S>                                         <C>                                              <C>
Morgan Stanley Capital I Inc.               GMAC Commercial Mortgage Corporation             J.E. Robert Company, Inc.
1585 Broadway                               550 California Street                            1650 Tysons Blvd Suite 1600
New York, NY 10036                          San Francisco, CA 94104                          McLean, VA 22102


Contact:  General Information Number        Contact:       CMBS Portfolio Manager            Contact:       Keith Belcher
Phone     (212) 761-4700                    Phone Number:  (415) 835-9200                    Phone Number:  (703) 714-8101
--------------------------------------      -------------------------------------------      --------------------------------------


     Master & Special Servicer
--------------------------------------
NCB, FSB
National Consumer Cooperative Bank
1725 Eye Street, NW
Washington, DC 20006


Contact:          Kathleen Luzik
Phone Number:     (202) 336-7633
--------------------------------------



This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 1 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                       Certificate Distribution Detail

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                Pass                                                              Realized Loss/                          Current
              -Through   Original Beginning  Principal     Interest   Prepayment Additional Trust   Total      Ending  Subordination
Class  CUSIP    Rate     Balance   Balance  Distribution Distribution  Premium    Fund Expenses  Distribution  Balance    Level(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>        <C>          <C>         <C>           <C>           <C>        <C>       <C>
  A-1        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  A-2        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-3-1FL      0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-3-1       0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-3-2       0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-4A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-4B        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-AB        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-1A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  A-J        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   B         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   C         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   D         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   E         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   F         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   G         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   H         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   J         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   K         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   L         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   M         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   N         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   O         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   P         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
   R         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  R-I        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  R-II       0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 R-III       0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  E-I        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 EI-L3       0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

----------------------------------------------------------------------------------------------
                         Original Beginning                                           Ending
            Pass-Through Notional  Notional   Interest    Prepayment    Total        Notional
Class CUSIP     Rate      Amount    Amount  Distribution   Premium   Distribution     Amount
----------------------------------------------------------------------------------------------
<S>          <C>           <C>       <C>        <C>          <C>         <C>           <C>
 X-1         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
 X-2         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
 X-Y         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
----------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and deviding the result by (A).




-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 2 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                          Certificate Factor Detail

<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                               Realized Loss/
                  Beginning      Principal        Interest      Prepayment    Additional Trust       Ending
Class    CUSIP     Balance      Distribution    Distribution     Premium       Fund Expenses        Balance
--------------------------------------------------------------------------------------------------------------
<S>               <C>            <C>             <C>            <C>              <C>               <C>
 A-1              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-2              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-3              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
A-AB              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-4              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
A-1-A             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-J              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  B               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  C               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  D               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  E               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  F               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  G               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  H               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  J               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  K               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  L               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  M               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  N               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  O               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  P               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 R-I              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 R-II             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
R-III             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 E-I              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
EI-L3             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
--------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------
                  Beginning                                       Ending
                   Notional       Interest       Prepayment      Notional
Class    CUSIP      Amount      Distribution      Premium         Amount
---------------------------------------------------------------------------
<S>               <C>            <C>             <C>            <C>
 X-1              0.00000000     0.00000000      0.00000000     0.00000000
 X-2              0.00000000     0.00000000      0.00000000     0.00000000
 X-Y              0.00000000     0.00000000      0.00000000     0.00000000
---------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 3 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
                                                        Reconciliation Detail

<CAPTION>
       Advance Summary                                                    Master Servicing Fee Summary
<S>                                        <C>              <C>                                                             <C>
P & I Advances Outstanding                 0.00             Current Period Accrued Master Servicing Fees                    0.00
Servicing Advances Outstanding             0.00             Less Master Servicing Fees on Delinquent Payments               0.00
                                                            Less Reductions to Master Servicing Fees                        0.00
Reimbursement for Interest on P & I        0.00             Plus Master Servicing Fees on Delinquent Payments Received      0.00
Advances paid from general collections                      Plus Adjustments for Prior Master Servicing Calculation         0.00
                                                            Total Servicing Fees Collected                                  0.00
Reimbursement for Interest on Servicing    0.00
Advances paid from general collections

<CAPTION>
Certificate Interest Reconciliation
------------------------------------------------------------------------------------------------------------------------------------

           Accrued         Uncovered                             Certificate        Unpaid          Optimal Interest     Interest
         Certificate       Prepayment      Indemnification    Deferred Interest    Interest           Distribution       Shortfall
Class     Interest     Interest Shortfall     Expenses             Amount       Shortfall Amount         Amount           Amount
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>              <C>                 <C>              <C>                  <C>              <C>
  A-1
  A-2
A-3-1FL
 A-3-1
 A-3-2
  A-4A
  A-4B
  A-AB
  A-1A
  A-J
  X-1
  X-2
  X-Y
   B
   C
   D
   E
   F
   G
   H
   J
   K
   L
   M
   N
   O
   P
------------------------------------------------------------------------------------------------------------------------------------
Total
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------


           Interest
Class    Distribution
---------------------
<S>         <C>
  A-1
  A-2
A-3-1FL
 A-3-1
 A-3-2
  A-4A
  A-4B
  A-AB
  A-1A
  A-J
  X-1
  X-2
  X-Y
   B
   C
   D
   E
   F
   G
   H
   J
   K
   L
   M
   N
   O
   P
---------------------
Total
---------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 4 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                           Other Required Information

--------------------------------------------------------------------------------

Available Distribution Amount                                          0.00





Aggregate Number of Outstanding Loans                                     0

Aggregate Unpaid Principal Balance of Loans                            0.00

Aggregate Stated Principal Balance of Loans                            0.00




Aggregate Amount of Servicing Fee                                      0.00

Aggregate Amount of Special Servicing Fee                              0.00

Aggregate Amount of Trustee Fee                                        0.00

Aggregate Paying Agent Fee                                             0.00

Aggregate Trust Fund Expenses                                          0.00




Current 1 Month LIBOR Rate                                         0.000000%

Next 1 Month LIBOR Rate                                            0.000000%


Additional Trust Fund Expenses/(Gains)                                 0.00


        Fees Paid to Special Servicer                                  0.00

        Interest on Advances                                           0.00

        Other Expenses of Trust                                        0.00



Appraisal Reduction Amount

-------------------------------------------------
          Appraisal    Cumulative    Most Recent
  Loan    Reduction       ASER        App. Red.
 Number     Amount       Amount         Date
-------------------------------------------------















-------------------------------------------------
Total
-------------------------------------------------


<TABLE>
<S>     <C>
-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 5 of 25
</TABLE>

<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                          Cash Reconciliation Detail

---------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                   <C>             <C>
Total Funds Collected
     Interest:
          Interest paid or advanced                                                    0.00
          Interest reductions due to Non-Recoverability Determinations                 0.00
          Interest Adjustments                                                         0.00
          Deferred Interest                                                            0.00
          Net Prepayment Interest Shortfall                                            0.00
          Net Prepayment Interest Excess                                               0.00
          Extension Interest                                                           0.00
          Interest Reserve Withdrawal                                                  0.00
                                                                                             --------------
               Total Interest Collected                                                                0.00

     Principal:
          Scheduled Principal                                                          0.00
          Unscheduled Principal                                                        0.00
               Principal Prepayments                                                   0.00
               Collection of Principal after Maturity Date                             0.00
               Recoveries from Liquidation and Insurance Proceeds                      0.00
               Excess of Prior Principal Amounts paid                                  0.00
               Curtailments                                                            0.00
          Negative Amortization                                                        0.00
          Principal Adjustments                                                        0.00
                                                                                             --------------
               Total Principal Collected                                                               0.00

     Other:
          Prepayment Penalties/Yield Maintenance                                       0.00
          Repayment Fees                                                               0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Received                                                     0.00
          Net Swap Counterparty Payments Received                                      0.00
                                                                                             --------------
               Total Other Collected                                                                   0.00
                                                                                             --------------
Total Funds Collected                                                                                  0.00
                                                                                             ==============


Total Funds Distributed

     Fees:
          Master Servicing Fee                                                         0.00
          Trustee Fee                                                                  0.00
          Certificate Administration Fee                                               0.00
          Insurer Fee                                                                  0.00
          Miscellaneous Fee                                                            0.00
                                                                                             --------------
               Total Fees                                                                              0.00

     Additional Trust Fund Expenses:


          Reimbursement for Interest on Advances                                       0.00
          ASER Amount                                                                  0.00
          Special Servicing Fee                                                        0.00
          Rating Agency Expenses                                                       0.00
          Attorney Fees & Expenses                                                     0.00
          Bankruptcy Expense                                                           0.00
          Taxes Imposed on Trust Fund                                                  0.00
          Non-Recoverable Advances                                                     0.00
          Other Expenses                                                               0.00
                                                                                             --------------
               Total Additional Trust Fund Expenses                                                    0.00

     Interest Reserve Deposit                                                                          0.00

     Payments to Certificateholders & Others:
          Interest Distribution                                                        0.00
          Principal Distribution                                                       0.00
          Prepayment Penalties/Yield Maintenance                                       0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Paid                                                         0.00
          Net Swap Counterparty Payments Paid                                          0.00
                                                                                             --------------
               Total Payments to Certificateholders & Others                                           0.00
                                                                                             --------------
Total Funds Distributed                                                                                0.00
                                                                                             ==============


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 6 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                                Ratings Detail
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------
                                                   Original Ratings                       Current Ratings  (1)
                                       ------------------------------------------------------------------------------
      Class               CUSIP            Fitch       Moody's       S & P         Fitch       Moody's       S & P
      ---------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>         <C>           <C>           <C>         <C>           <C>
        A-1
        A-2
      A-3-1FL
       A-3-1
       A-3-2
        A-4A
        A-4B
        A-AB
        A-1A
        A-J
        X-1
        X-2
        X-Y
         B
         C
         D
         E
         F
         G
         H
         J
         K
         L
         M
         N
         O
         P
      ---------------------------------------------------------------------------------------------------------------

      NR  - Designates that the class was not rated by the above agency at the time of original issuance.
       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
      N/A - Data not available this period.

   1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent
   to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the
   applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained.
   Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.

<CAPTION>
<S>                                           <C>                                              <C>
Fitch, Inc.                                   Moody's Investors Service                        Standard & Poor's Rating Services
One State Street Plaza                        99 Church Street                                 55 Water Street
New York, New York 10004                      New York, New York 10007                         New York, New York 10041
(212) 908-0500                                (212) 553-0300                                   (212) 438-2430



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 7 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                              Aggreagate Pool

<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 8 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     Loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      Loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 9 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    Loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of
the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 10 of 25
</TABLE>
<PAGE>

<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 11 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     Loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      Loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 12 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    Loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of
the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 13 of 25
</TABLE>

<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                                  Group II

<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    Loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props   Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 14 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     Loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      Loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 15 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    Loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      Loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  Loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of
the data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 16 of 25
</TABLE>

<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                             Mortgage Loan Detail
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                Anticipated              Neg.   Beginning   Ending    Paid
Loan          Property               Interest Principal  Gross   Repayment   Maturity   Amort   Scheduled  Scheduled  Thru
Number  ODCR  Type (1)  City  State  Payment  Payment   Coupon     Date        Date     (Y/N)   Balance    Balance    Date
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>   <C>       <C>   <C>    <C>      <C>       <C>     <C>          <C>        <C>     <C>        <C>        <C>







---------------------------------------------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
---------------------------------------------
         Appraisal  Appraisal   Res.    Mod.
Loan     Reduction  Reduction  Strat.  Code
Number     Date      Amount     (2)     (3)
---------------------------------------------
<S>      <C>        <C>        <C>     <C>







---------------------------------------------
Totals
---------------------------------------------


--------------------------------------------------------------------------------

                             (1) Property Type Code
                             ----------------------

                  MF -  Multi-Family            OF - Office
                  RT -  Retail                  MU - Mixed Use
                  HC -  Health Care             LO - Lodging
                  IN -  Industrial              SS - Self Storage
                  WH -  Warehouse               OT - Other
                  MH -  Mobile Home Park

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification        6 - DPO                       10 - Deed in Lieu Of
2 - Foreclosure         7 - REO                            Foreclosure
3 - Bankruptcy          8 - Resolved                  11 - Full Payoff
4 - Extension           9 - Pending Return            12 - Reps and Warranties
5 - Note Sale               to Master Servicer        13 - Other or TBD


                             (3) Modification Code
                             ---------------------

                        1 - Maturity Date Extension
                        2 - Amortization Change
                        3 - Principal Write-Off
                        4 - Combination
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 17 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                          Principal Prepayment Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                Principal Prepayment Amount                  Prepayment Premium
                  Offering Document       ------------------------------------------------------------------------------------------
Loan Number       Cross-Reference         Payoff Amount     Curtailment Amount    Percentage Premium    Yield Maintenance Charge
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>               <C>                   <C>                   <C>
























------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 18 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                               Historical Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                           Delinquencies
-------------------------------------------------------------------------------------------------
Distribution  30-59 Days   60-89 Days   90 Days or More   Foreclosure       REO     Modifications
Date          #  Balance   #  Balance   #       Balance   #   Balance   # Balance   #     Balance
-------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>               <C>           <C>         <C>












-------------------------------------------------------------------------------------------------

<CAPTION>

                      Prepayments                   Rate and Maturities
--------------------------------------------------------------------------------------
Distribution  Curtailments        Payoff        Next Weighted Avg.
Date          #    Balance      #  Balance      Coupon      Remit     WAM
--------------------------------------------------------------------------------------
<S>           <C>               <C>             <C>         <C>       <C>













--------------------------------------------------------------------------------------

Note: Foreclosure and REO Totals are excluded from the delinquencies aging categories.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 19 of 25
</TABLE>
<PAGE>


<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                            Delinquency Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                 Offering      # of                   Current   Outstanding   Status of   Resolution
                 Document      Months   Paid Through   P & I       P & I       Mortgage    Strategy     Servicing      Foreclosure
Loan Number   Cross-Reference  Delinq.      Date      Advances   Advances **   Loan (1)     Code (2)   Transfer Date      Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>      <C>           <C>       <C>           <C>         <C>          <C>             <C>







-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------
               Current     Outstanding
              Servicing     Servicing       Bankruptcy     REO
Loan Number   Advances      Advances          Date        Date
--------------------------------------------------------------
<S>           <C>          <C>             <C>            <C>







--------------------------------------------------------------
Totals
--------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                      (1) Status of Mortgage Loan
                                      ---------------------------
<S>                             <C>                                  <C>
A - Payment Not Received        0 - Current                          4 - Assumed Scheduled Payment
    But Still in Grace Period   1 - One Month Delinquent                 (Performing Matured Loan)
B - Late Payment But Less       2 - Two Months Delinquent            7 - Foreclosure
    Than 1 Month Delinquent     3 - Three or More Months Delinquent  9 - REO

<CAPTION>
                                     (2) Resolution Strategy Code
                                     ----------------------------
<S>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed In Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD
-------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 20 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                     Specially Serviced Loan Detail - Part 1
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                            Offering      Servicing    Resolution
Distribution    Loan        Document      Transfer      Strategy    Scheduled   Property          Interest    Actual
    Date        Number   Cross-Reference    Date         Code (1)    Balance    Type (2)   State    Rate     Balance
---------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>              <C>          <C>          <C>         <C>        <C>    <C>        <C>







---------------------------------------------------------------------------------------------------------------------

<CAPTION>

----------------------------------------------------------------------------
                   Net                                          Remaining
Distribution    Operating    NOI            Note    Maturity   Amortization
    Date          Income     Date    DSCR   Date      Date         Term
----------------------------------------------------------------------------
<S>             <C>          <C>     <C>    <C>     <C>        <C>







----------------------------------------------------------------------------

<CAPTION>
                                 (1) Resolution Strategy Code
                                 ----------------------------
<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD

<CAPTION>
             (2) Property Type Code
             ----------------------
<S>                             <C>
MF - Multi-Family               OF - Office
RT - Retail                     MU - Mixed Use
HC - Health Care                LO - Lodging
IN - Industrial                 SS - Self Storage
WH - Warehouse                  OT - Other
MH - Mobile Home Park


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 21 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                      Specially Serviced Loan Detail - Part 2
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                           Offering       Resolution      Site
Distribution   Loan        Document        Strategy    Inspection                 Appraisal   Appraisal      Other REO
    Date       Number   Cross-Reference    Code (1)       Date     Phase 1 Date     Date        Value     Property Revenue   Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>         <C>            <C>         <C>         <C>                <C>

















------------------------------------------------------------------------------------------------------------------------------------


<CAPTION>
                                     (1) Resolution Strategy Code
                                     ----------------------------

<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 22 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                             Modified Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                Offering
Loan            Document       Pre-Modification
Number      Cross-Reference         Balance                 Modification Date                       Modification Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                <C>                          <C>                                     <C>






















-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 23 of 25
</TABLE>
<PAGE>

<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

                                             Liquidated Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                   Final Recovery        Offering                                                    Gross Proceeds      Aggregate
Loan                Determination        Document      Appraisal    Appraisal   Actual     Gross       as a % of        Liquidation
Number                  Date         Cross-Reference      Date        Value     Balance   Proceeds   Actual Balance      Expenses *
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>          <C>         <C>       <C>        <C>                <C>











-----------------------------------------------------------------------------------------------------------------------------------
Current Total
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------------------------
                       Net           Net Proceeds                    Repurchased
Loan               Liquidation        as a % of         Realized      by Seller
Number               Proceeds       Actual Balance        Loss          (Y/N)
--------------------------------------------------------------------------------
<S>                <C>              <C>                 <C>          <C>












--------------------------------------------------------------------------------
Current Total
--------------------------------------------------------------------------------
Cumulative Total
--------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 24 of 25
</TABLE>


<PAGE>


<TABLE>
<S>                          <C>                                                     <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                        Morgan Stanley Capital I Inc.                |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                             Series 2005-IQ10                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    11/15/2005
Columbia, MD 21045-1951                                                                        Record Date:     10/31/2005
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

                                      Bond/Collateral Realized Loss Reconciliation
-----------------------------------------------------------------------------------------------------------------------------------
                                Beginning                                               Amounts
                                Balance of       Aggregate     Prior Realized      Covered by Over-     Interest (Shortage)/
Distribution       Prospectus   the Loan at    Realized Loss    Loss Applied     collateralization and   Excesses applied to
    Date               Id       Liquidation       on Loans     to Certificates   other Credit Support   other Credit Support
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>          <C>            <C>             <C>               <C>                    <C>















-----------------------------------------------------------------------------------------------------------------------------------
Current Total
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                      Modification         Additional
                      Adjustments/        (Recoveries)/      Current Realized    Recoveries of     (Recoveries)/Realized
Distribution       Appraisal Reduction  Expenses applied to   Loss Applied to    Realized Losses       Loss Applied to
    Date               Adjustment        Realized Losses       Certificates       Paid as Cash       Certificate Interest
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                  <C>                  <C>                 <C>               <C>















-----------------------------------------------------------------------------------------------------------------------------------
 Current Total
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 25 of 25
</TABLE>

<PAGE>

                                    EXHIBIT N

                                    Reserved




<PAGE>

                                    EXHIBIT O

                                    Reserved




<PAGE>

                                    EXHIBIT P

                                    Reserved


<PAGE>

                                    EXHIBIT Q

                                    Reserved


<PAGE>

                                    EXHIBIT R

                                    Reserved


<PAGE>

                                  EXHIBIT S-1A

             FORM OF POWER OF ATTORNEY TO GENERAL MASTER SERVICER

RECORDING REQUESTED BY:
GMAC Commercial Mortgage Corporation

AND WHEN RECORDED MAIL TO:
200 Witmer Road
Horsham, Pennsylvania 19044

Attention: Commercial Mortgage Servicing - Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10

                    Space above this line for Recorder's use

--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK, N.A., as
trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 (the "Trustee"), under that certain Pooling and
Servicing Agreement dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), does hereby nominate, constitute and appoint GMAC COMMERCIAL
MORTGAGE CORPORATION, as general master servicer under the Pooling and Servicing
Agreement (the "General Master Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable GMAC Commercial Mortgage Corporation to service and administer the
Mortgage Loans (as defined in the Pooling and Servicing Agreement) in connection
with the performance by GMAC Commercial Mortgage Corporation of its duties as
General Master Servicer under the Pooling and Servicing Agreement, giving and
granting unto GMAC Commercial Mortgage Corporation 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
Commercial Mortgage Corporation shall lawfully do or cause to be done by virtue
hereof.

            Notwithstanding anything contained herein to the contrary, the
General Master Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Master Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of October, 2005.


                                       WELLS FARGO BANK, N.A., as trustee for
                                          Morgan Stanley Capital I Inc.,
                                          Commercial Mortgage Pass-Through
                                          Certificates, Series 2005-IQ10



                                       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-1B

               FORM OF POWER OF ATTORNEY TO NCB MASTER SERVICER

RECORDING REQUESTED BY:
NCB, FSB

AND WHEN RECORDED MAIL TO:
NCB, FSB
1725 Eye Street, N.W., Suite 600
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Master Servicing

                   Space above this line for Recorder's use

--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO, BANK N.A., as
trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 (the "Trustee"), under that certain Pooling and
Servicing Agreement dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), does hereby nominate, constitute and appoint NCB, FSB, as NCB
master servicer under the Pooling and Servicing Agreement (the "NCB Master
Servicer"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCB, FSB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCB, FSB
of its duties as NCB Master Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCB, FSB 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 NCB, FSB shall lawfully
do or cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the NCB
Master Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the NCB Master
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.



<PAGE>


            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of October, 2005.


                                       WELLS FARGO BANK, N.A.,
                                          as trustee for Morgan Stanley
                                          Capital I Inc., Commercial Mortgage
                                          Pass-Through Certificates, Series
                                          2005-IQ10



                                       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-2A

            FORM OF POWER OF ATTORNEY TO GENERAL SPECIAL SERVICER

RECORDING REQUESTED BY:
J.E ROBERT COMPANY, INC.

AND WHEN RECORDED MAIL TO:
J.E. ROBERT COMPANY, INC.
15660 N. Dallas Parkway, Suite 1100
Dallas, Texas 75248

Attention:  President - Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ10

                   Space above this line for Recorder's use

--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK, N.A., as
trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 (the "Trustee"), under that certain Pooling and
Servicing Agreement dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), does hereby nominate, constitute and appoint J.E. ROBERT COMPANY,
INC. ("J.E."), as general special servicer under the Pooling and Servicing
Agreement (the "General Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable J.E. to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by J.E. of
its duties as General Special Servicer under the Pooling and Servicing
Agreement, giving and granting unto J.E. 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 J.E. shall
lawfully do or cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the
General Special Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Special Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.



<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of October, 2005.


                                       WELLS FARGO BANK, N.A.,
                                          as trustee for Morgan Stanley
                                          Capital I Inc., Commercial Mortgage
                                          Pass-Through Certificates, Series
                                          2005-IQ10



                                       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-2B

             FORM OF POWER OF ATTORNEY TO CO-OP SPECIAL SERVICER

RECORDING REQUESTED BY:
NATIONAL CONSUMER COOPERATIVE BANK

AND WHEN RECORDED MAIL TO:
NATIONAL CONSUMER COOPERATIVE BANK
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Special Servicing

                   Space above this line for Recorder's use

--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK, N.A., as
trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ10 (the "Trustee"), under that certain Pooling and
Servicing Agreement dated as of October 1, 2005 (the "Pooling and Servicing
Agreement"), does hereby nominate, constitute and appoint NATIONAL CONSUMER
COOPERATIVE BANK ("NCCB"), as co-op special servicer under the Pooling and
Servicing Agreement (the "Co-op Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCCB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCCB of
its duties as Co-op Special Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCCB full power and authority to do and perform any and
every act necessary, requisite, or proper in connection with the foregoing and
hereby ratifying, approving or confirming all that NCCB shall lawfully do or
cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the Co-op
Special Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the Co-op Special
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.



<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of October, 2005.


                                       WELLS FARGO BANK, N.A.,
                                          as trustee for Morgan Stanley
                                          Capital I Inc., Commercial Mortgage
                                          Pass-Through Certificates, Series
                                          2005-IQ10



                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )

      On ____________________ before me, _______________________________________
            Date                     Name and Title of Officer (i.e., Your
                                     Name, Notary Public)

personally appeared ____________________________________________________________
                                 Name(s) of Document Signer(s)


personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      _________________________________
      Signature of Notary




                                      (Affix seal in the above blank space)


<PAGE>

                                    EXHIBIT T

                                    Reserved



<PAGE>

                                   SCHEDULE A







<PAGE>

                                    EXHIBIT U

                 FORM OF ASSIGNMENT AND ASSUMPTION SUBMISSION TO
                                SPECIAL SERVICER


                         PROPOSED ASSUMPTION ACTION PLAN




CURRENT BORROWER

PROPOSED BORROWER

CURRENT CARVEOUT GUARANTOR

PROPOSED CARVEOUT GUARANTORS

CURRENT ENVIRONMENTAL INDEMNITOR

PROPOSED ENVIRONMENTAL INDEMNITOR

CURRENT KEY PERSONS

PROPOSED KEY PERSONS

PORTFOLIO                               Name and Investor #

PRIMARY SERVICER (If applicable)

MASTER SERVICER                         Name and Loan #

SPECIAL SERVICER

COLLATERAL TYPE

PROPERTY ADDRESS


<PAGE>

EXECUTIVE SUMMARY


The current borrower has entered into an agreement for the sale of the subject
property and has requested consent of such a sale, as well as the assumption by
the proposed borrower of the subject indebtedness. The current borrower is
selling the property (state reason). The buyer is purchasing the property (state
reason).


Wells Fargo Bank, N.A., as Master Servicer, is recommending approval of the
subject transaction.


Strengths, Weaknesses and Mitigants:

      o     Bullet points (List any issues and resolutions)



Transaction Summary
-------------------

Principal Balance                                                       $

Appraised Value (Date & Cap Rate                   $ / $ psf   / Cap Rate
based on last year NOI)

Purchase Price                                     $ / $ psf   / Cap Rate

Buyer Down Payment (%)                                                  $

Source of Down Payment

Current Loan-to-Value                              % (based on appraisal)

                                              % (based on purchase price)

Debt Service Coverage (NOI/NCF)                                       X/X

Date Principal Paid To

Date Interest Paid To

Proposed Sponsor's Net Worth                                            $

Proposed Sponsor's Liquidity                                            $

Closing Date

1031 Deadline

% Assumption Fee:  Master Servicer (%)                                  $

                  Special Servicer (%)                                  $




LOAN STATUS                                   AS OF  DATE
----------

Tax Escrow                                    $ per month

Insurance Escrow                              $ per month

Replacement Reserve Escrow                    $ per month

Tenant Improvement Leasing                    $ per month
Commission Reserve

Deferred Maintenance Reserve                  $ per month

Monthly P&I payment                                     $

Unpaid Accrued Interest                                 $

Unpaid Late Fees/Other Fees                             $

Interest rate                                           %

Maturity Date

Amortization

Origination Date

Original Balance                                        $

Originating Lender

Loan as % of Pool / Top Ten (Y/N)

Watchlist (Y/N) (If Y reason and
date)

Property Summary
----------------
Current Occupancy                                       %

Annual Debt Service/Annual Reserves                   $/$

12/31/0_ NOI/NCF                                      $/$

Debt Service Coverage (NOI/NCF)                       X/X

12/31/0_ Proforma NOI/NCF                             $/$

Debt Service Coverage (NOI/NCF)                       X/X



Loan Escrows
------------


No changes to the current escrows are being recommended because:


Bullet points


(If there are changes, briefly describe changes and reasons.)


Loan Documents
--------------


The transaction is permitted pursuant to Section __ of the subject Deed of Trust
and Section __ of the Loan Agreement. Copies of loan documents are included with
this submission.



Pooling and Servicing Agreement


Wells Fargo Bank, N.A. services the subject loan in accordance with the
provisions of the Pooling and Servicing Agreement dated ____ for the
Commercial Mortgage Pass-Through Certificates Series _____.


Section ___ - Enforcement of Due-On-Sale Clauses, Assumption Agreement,
Due-On-Encumbrances Clauses provides the servicer with the authority to
recommend approval of this request, without obtaining Rating Agency
Confirmation. Wells Fargo Bank, N.A., as Master Servicer, will document and
close the transaction.


CURRENT BORROWER/CARVEOUT GUARANTOR
-----------------------------------


Bullet points:

o     Name of borrowing entity, type of entity, state of formation, SPE level,
      years experience.

o     Guarantor, net worth, liquidity

PROPOSED BORROWER//CARVEOUT GUARANTOR

Background
----------

(Include relevant experience.)


Financial Summary
-----------------

(Complete table below for proposed borrower. If SPE, discuss any "sponsor"
entities.)


(ENTITY NAME, DATE OF AUDITED OR SELF-PREPARED STATEMENT)


ASSETS                         LIABILITIES
----------------------------------------------------------------------
Cash & Equivalents           $                                    $

Total Liquid Assets          $                                    $

Real Estate                  $ TOTAL LIABILITIES                  $
Investments

Other                        $ NET WORTH                          $

TOTAL ASSETS                 $ TOTAL LIABILITIES & NET            $
                               WORTH


(Provide short discussion re: assets and/or significant liabilities.)


Income Statement/Cashflow
-------------------------

The income statement for the PERIOD ending _____ showed net income of $ ____.



Credit References
-----------------


Institution (Name, title phone #) - (Add brief comments)

(List 3)


Credit/Litigation Reports
-------------------------


Credit searches and litigation reports have been run on INDIVIDUAL NAMES AND/OR
ENTITIES on DATE. No issues were discovered that were deemed significant. The
borrower's name does not appear on the OFAC list.

(If there are any significant issues, briefly discuss.)



Borrower/Guarantor Conclusion
-----------------------------


Brief summary
See attached Exhibit A for full financial details.


Property Management Summary
---------------------------


Brief discussion of proposed property manager:
Experience in submarket.
# of units/ sq. ft. managed
Discuss management fee as _% of gross income.
Termination provision.


Receipt of an acceptable property management agreement will be a condition
precedent.


PROPERTY
--------

Property Description and Status
-------------------------------



Property Type

Year Constructed

Gross Square Feet

Rentable Square Feet

Number of Units

Number of Parking Spaces

Conformance to Zoning


Rent Roll
---------

Significant Tenant Profile:
(Give brief description of key tenants.)

A copy of the rent roll is included in Exhibit B.

Lease rollover is as follows:



                                                   2010
                                                   and
            2005   2006    2007   2008     2009    beyond  Vacant
---------------------------------------------------------------------
SF          0      0       0      %        %       %        %
Cum.        0      0       0      %        %       %        %
Income      0      0       0      %        %       %        %
Cum.        0      0       0      %        %       %        %
---------------------------------------------------------------------

Property Performance - see Exhibit B
--------------------


The collateral property was __% occupied as of the ______ rent roll. Current
base rent averages $___/SF/yr. ____ (eg NNN).  There are a total of _ tenants
with _ vacancy(ies).




                          Underwriting    Year ended ___  _ mos ended _____
--------------------------------------------------------------------------------
Occupancy                              %                %                  %

Total Revenue                          $                $                  $

Total Operating Expenses               $                $                  $

Net Operating Income                   $                $                  $

Capital Exp                            $                $                  $

Net Cash Flow                          $                $                  $

Debt Service                           $                $                  $

Net Cash Flow after DS                 $                $                  $

DSCR (NOI)                             x                x                  x

DSCR (NCF)                             x                x                  x

(Explain trends, variances and/or any issues.)


Environmental Status
--------------------

A Phase I Environmental Site Assessment was completed by ___ on DATE and no
issues were noted.

(If there were issues, give brief description and resolutions.)


Property Condition Report
-------------------------

An annual property evaluation report was completed on DATE. The report concluded
that the property was in _____ condition with no deferred maintenance or health
or safety issues.

(Or briefly discuss any issues that have arisen.)


(If initial Property Condition Report discusses deferred maintenance, add brief
discussion of completion of any required work.)



Collateral Valuation
--------------------


The property was appraised by _____ on DATE for $___.


Current Market Conditions



                  Appraisal     Underwriting     Current       Market *
--------------------------------------------------------------------------------
                             %              %              %             %
Occupancy

Rent psf / year              $              $              $             $

*Source of market information:


(Brief description of market and location as proximate to an MSA. Identify
submarket characteristics, if any. Add comments regarding buyer's sale and lease
comps. Discuss any market issues.)


Property Conclusions


(Briefly summarize.)


RECOMMENDATION
--------------

(Copy Strengths, weaknesses and mitigants from Executive Summary.)

Conditions Precedent to Loan Assumption - Standard - See Exhibit C
--------------------------------------------------

Conditions Precedent to Loan Assumption - Other
-----------------------------------------------

Exhibits
--------

Exhibit A - Guarantor Financial Statement

Exhibit B - Property Operating Statement Summary and Rent Roll

Exhibit C - Standard Conditions Precedent to Loan Assumption


Wells Fargo Bank, N.A., as Master Servicer, recommends approval.





Recommended by:         _________________________________   Date: __________
                        Name of Asset Manager
                        Vice President and Asset Manager



Approved By:            _________________________________   Date: __________
                        Kathryn O'Neal
                        Vice President and Portfolio Manager

<PAGE>

Exhibit C - Conditions Precedent to Loan Assumption - Standard


1.    Satisfactory review and approval by lender of the proposed borrowing
      entity's formation agreement, resolutions and by-laws (and other
      organizational documents, as necessary) to confirm, without limitation,
      such entity's authority to assume the loan and compliance with any SPE
      and/or other requirements in the loan documents.

2.    Execution of an assumption agreement and other necessary documentation by
      the proposed borrowing entity, in a form and content acceptable to lender,
      including representations from both current and proposed borrower that
      loan is not in default.

3.    The new borrowing entity's insurance policy (and insurance carriers) shall
      comply with any applicable requirements in the loan documents, including,
      without limitation, amounts and types of insurance, loss payee and
      applicable insurance certificates.

4.    Title insurance update and endorsements, reviewed and acceptable to lender
      including, but not limited to, no liens for secondary financing.

5.    Assumption to close no later than DATE.

6.    BORROWER to execute such documents as lender may require.

7.    GUARANTOR to sign a Carveout Guaranty and Environmental Indemnity and NAME
      be designated as Key Person.

8.    Receipt of a "no adverse change" certification from borrower that the
      current financial position has not significantly deteriorated from that
      reflected in the most recently provided financial statements.

9.    Receipt and approval of property management contract acceptable to lender,
      including language that no change in management shall take place without
      lender's consent.

10.   Certification from the new borrowing entity and key principals/limited
      guarantors that the closing funds are being contributed as a capital
      contribution and are not secured, directly or indirectly, by an interest
      in the borrower or any collateral assigned to lender under the loan
      documents.

11.   Receipt of current and, if applicable, most recent quarterly and/or annual
      outstanding operating statements and rent rolls for the subject property
      as required in the loan documents.

12.   Payment of all related costs, including not but limited to assumption
      fees, legal fees, rating agency review fees, closing and title fees and
      WFB's loan administration fees. All costs and expenses are reimbursable by
      borrower even if the assumption fails to close.

13.   A UCC filing to reflect the new borrowing entity.

14.   WFB's receipt of a legal opinion, in form and content and issued by tax
      counsel satisfactory to WFB's tax counsel, that the assumption will not
      result in a significant modification of the loan within the meaning of the
      applicable Treasury regulations or otherwise result in any adverse tax
      consequences to the lender under the applicable REMIC statutes and
      regulations.

<PAGE>

                                    EXHIBIT V

      FORM OF ADDITIONAL LIEN, MONETARY ENCUMBRANCE AND MEZZANINE FINANCING
                   SUBMISSION PACKAGE TO THE SPECIAL SERVICER

Mortgagor:

General Master Servicer/NCB Master Servicer Loan #:

Primary Servicer Loan #:

Collateral Type:        (Retail, Industrial, Apartments, Office, etc.)

Address of Property:

Asset Status As of                  (date):
   Principal Balance:               $
   Unpaid Accrued Interest:         $
   Unpaid Late Fees/other fees:     $
   Tax Escrow Balance:              $
   Insurance Escrow Balance:        $
   Monthly P&I Payment:             $
   Interest Rate:                   %
   Date Principal Paid To:
   Date Interest Paid To:
   Origination Date:
   Maturity Date:

Executive Summary:

1. Summarize the transaction
      a.    note deviations from requirements for subordinate/mezzanine
            financing contained in Loan Documents

      b.    if Rating Agency Confirmation is permitted under applicable Loan
            Documents, note if such Confirmation will be sought

2. State amount and purpose of Lien/Financing. Need an analysis of the impact
   (physical) on the property and the resulting financial impact on operations &
   DSCR of combined financing.

3. Interest Rate

4. Amount of Monthly/Periodic Payment (identify if P&I or Interest only)

5. Identify Subordinate/Mezzanine Lender
      a.    provide any information furnished by Mortgagor regarding proposed
            lender

6. Collateral pledged or mortgaged as security:

7. Briefly describe collateral
      a. Size, occupancy, primary tenants, location

      b.    NOI and DSCR for prior year and, if available, prior two years and
            Pro-forma NOI DSCR

8. Complete the chart below:

The transaction terms and property characteristics are summarized as follows:


            Estimated closing date for financing:

            Administrative fee to Primary Servicer     $

            Additional Fees, if any                    $
            (50%: [General/Co-op] Special Servicer;
            %: General Master Servicer/NCB Master
            Servicer; %: Primary Servicer

            Most recent appraised value according to   $
            appraisal in General Master Servicer/NCB
            Master Servicer/Primary Servicer's
            possession

            Loan-to-value as of initial underwriting   %

            Occupancy as of                            %

            12/31 /_ NOI                               $

            Debt service coverage as of                x


Project Status & Description:  (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1. Describe any current, material issues regarding the operating status of the
property: (e.g. issues surrounding current occupancy, anchor tenants, tenant
rollover)

Property Financial Summary:  (See attached most recent Income and Expense
Statement for Mortgaged Property and operating statement review)

Escrow Status:

1. Explain status of all Reserves

Collateral Valuation:

1. Discuss the original appraisal

      A.    Who prepared

      B.    Attach Executive Summary and discussion of approach to value given
            most weight from most recent appraisal in General Master
            Servicer/NCB Master Servicer/Primary Servicer's possession

2. Comparison of the following (original to actual property):

      A. Vacancy

      B. Rents

      C. Taxes

      D. Other Key Expenses

Current Market Conditions:

      Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.

Recommendation:

1.    State recommendation for approval.

2.    Highlight strengths and weaknesses. How are weaknesses mitigated? (bullet
      points are fine)


<PAGE>

Request for Applicable Special Servicer Consent:

General Master Servicer/NCB Master Servicer/Primary Servicer hereby recommends
and requests consent of [General/Co-op] Special Servicer to the foregoing
[Subordinate/Mezzanine] Financing.


By:         __________________________________
Title:      __________________________________
Date:       __________________________________


Consent to Additional Lien, Monetary Encumbrance

or Mezzanine Financing as described above is given:

[GENERAL/CO-OP] SPECIAL SERVICER,

acting solely in its capacity as Special Servicer


By:         __________________________________
Name:       __________________________________
Title:      __________________________________
Date:       __________________________________

<PAGE>

  Schedule of Exhibits to Additional Lien, Monetary Encumbrance or Mezzanine
                              Financing Submission

1.    Most recent Income & Expense Statement for property and operating
      statement review

2.    Original Asset Summary for Mortgaged Property

3.    [For Mezzanine financing: If available from Mortgagor, diagram of proposed
      ownership structure, including percentages of ownership]

4.    [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement
      in substantially the form to be executed with subordinate lender]

5.    Copy of Note, Mortgage and any Loan Agreement

6.    Copy of subordinate loan documents in substantially the form to be
      executed

7.    Most recent Rent Roll.

8.    Other items as required by the description set forth above

<PAGE>

                                    EXHIBIT W

                                    Reserved


<PAGE>

                                    EXHIBIT X

                                    Reserved


<PAGE>

                                    EXHIBIT Y

                             INVESTOR CERTIFICATION


                                                      Date:



Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045

Attention: Global Securitization Trust Services Group-- Morgan Stanley Capital I
           Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
           Series 2005-IQ10

      In  accordance  with the Pooling and  Servicing  Agreement,  dated as of
October  1, 2005 (the  "Agreement"),  by and among  Morgan  Stanley  Capital I
Inc., as Depositor,  WELLS FARGO BANK, N.A., as General Master Servicer,  NCB,
FSB, as NCB Master  Servicer,  J.E. Robert  Company,  Inc., as General Special
Servicer,  National Consumer Cooperative Bank, as Co-op Special Servicer,  and
Wells Fargo Bank,  N.A., as Trustee,  Paying Agent and  Certificate  Registrar
(the "Paying Agent"),  with respect to the above referenced  certificates (the
"Certificates"), the undersigned hereby certifies and agrees as follows:


1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ___ Certificates.


2.    The undersigned is requesting access to the Paying Agent's internet
      website containing certain information (the "Information") and/or is
      requesting the information identified on the schedule attached hereto
      (also, the "information") pursuant to the provisions of the Agreement.


3.    In consideration of the Paying Agent's  disclosure to the undersigned of
      the  Information,  or  access  thereto,  the  undersigned  will keep the
      Information  confidential  (except  from  such  outside  persons  as are
      assisting it in making an evaluation in connection  with  purchasing the
      related Certificates,  from its accountants and attorneys, and otherwise
      from such  governmental or banking  authorities or agencies to which the
      undersigned is subject),  and such  Information,  will not,  without the
      prior  written  consent of the Paying Agent,  be otherwise  disclosed by
      the  undersigned  or by its officers,  directors,  partners,  employees,
      agents or representatives  (collectively,  the  "Representative") in any
      manner whatsoever, in whole or in part.


4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.


5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Paying Agent and the Trust Fund for any loss, liability or expense
      incurred thereby with respect to any such breach by the undersigned or any
      its Representative.


6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.


      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
   hereto by its duly authorized officer, as of the day and year written above.




                                   _____________________________________________
                                   Beneficial Owner or Prospective Purchaser


                                   By: _________________________________________


                                   Title: ______________________________________


                                   Company: ____________________________________


                                   Phone: ______________________________________





<PAGE>

                                    EXHIBIT Z

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

  For  loans having balance of (a) $20,000,000 or less, and (b) less than or
       equal to 5% of Aggregate Certificate Balance, whichever is less

To:   [Address]
      Attn:

From: _____________________________________, in its capacity
      as Master Servicer (the "Servicer") under the Pooling and Servicing
      Agreement dated as of October 1, 2005 (the "Pooling and Servicing
      Agreement"), among the Servicer, Wells Fargo Bank, N.A., as Trustee,
      and others.

Date: _________, 20___

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ10

            Mortgage  Loan (the  "Mortgage  Loan")  identified  by loan number
_____ on the  Mortgage  Loan  Schedule  attached to the Pooling and  Servicing
Agreement and  heretofore  secured by the Mortgaged  Properties  identified on
the Mortgage Loan Schedule by the following names:____________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement

            As Servicer under the Pooling and Servicing Agreement, we hereby:

            1.    NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE OF
                  THE MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN,
                  OF THE TYPE CHECKED BELOW:

                  ____  a full defeasance of the payments scheduled to be due in
                        respect of the entire Principal Balance of the Mortgage
                        Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the Principal Balance of the
                        Mortgage Loan that represents ___% of the entire
                        Principal Balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $____________
                        or _______% of the entire Principal Balance;

            2.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
                  EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A
                  HERETO, WHICH EXCEPTIONS THE SERVICER HAS DETERMINED,
                  CONSISTENT WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                  ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                  TRANSACTION:

                  A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND
                        THE TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED
                        THEREIN WERE SATISFIED IN ALL MATERIAL RESPECTS IN
                        COMPLETING THE DEFEASANCE.

                  B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

                  C.    THE DEFEASANCE  COLLATERAL CONSISTS OF SECURITIES THAT
                        (I) CONSTITUTE  "GOVERNMENT  SECURITIES" AS DEFINED IN
                        SECTION  2(A)(16)  OF THE  INVESTMENT  COMPANY  ACT OF
                        1940 AS AMENDED (15 U.S.C.  80A-1), (II) ARE LISTED AS
                        "QUALIFIED  INVESTMENTS  FOR `AAA'  FINANCINGS"  UNDER
                        PARAGRAPHS  1,  2 OR  3 OF  "CASH  FLOW  APPROACH"  IN
                        STANDARD & POOR'S  PUBLIC  FINANCE  CRITERIA  2000, AS
                        AMENDED  TO  THE  DATE  OF THE  DEFEASANCE,  (III) ARE
                        RATED  `AAA'  BY  STANDARD  &  POOR'S,  (IV)  IF  THEY
                        INCLUDE A PRINCIPAL  OBLIGATION,  THE PRINCIPAL DUE AT
                        MATURITY  CANNOT  VARY  OR  CHANGE,  AND  (V)  ARE NOT
                        SUBJECT  TO  PREPAYMENT,  CALL  OR  EARLY  REDEMPTION.
                        SUCH  SECURITIES  HAVE THE  CHARACTERISTICS  SET FORTH
                        BELOW:

                         CUSIP RATE MAT PAY DATES ISSUED

                  D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                        COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                        SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT
                        IN AN ADVERSE REMIC EVENT.

                  E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL
                        WILL BE OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS
                        TO WHICH ONE OF THE STATEMENTS CHECKED BELOW IS TRUE:

                  the related Mortgagor was a Single-Purpose Entity (as defined
                  in Standard & Poor's Structured Finance Ratings Real Estate
                  Finance Criteria, as amended to the date of the defeasance
                  (the "S&P Criteria")) as of the date of the defeasance, and
                  after the defeasance owns no assets other than the defeasance
                  collateral and real property securing Mortgage Loans included
                  in the pool.

                  the related Mortgagor designated a Single-Purpose Entity (as
                  defined in the S&P Criteria) to own the defeasance collateral;
                  or

                  the Servicer designated a Single-Purpose Entity (as defined in
                  the S&P Criteria) established for the benefit of the Trust to
                  own the defeasance collateral.

                  F.    THE   SERVICER    RECEIVED   A   BROKER   OR   SIMILAR
                        CONFIRMATION  OF  THE  CREDIT,   OR  THE  ACCOUNTANT'S
                        LETTER  DESCRIBED BELOW  CONTAINED  STATEMENTS THAT IT
                        REVIEWED  A  BROKER  OR  SIMILAR  CONFIRMATION  OF THE
                        CREDIT,  OF THE  DEFEASANCE  COLLATERAL TO AN ELIGIBLE
                        ACCOUNT (AS DEFINED IN THE S&P  CRITERIA)  IN THE NAME
                        OF  THE   DEFEASANCE   OBLIGOR,   WHICH   ACCOUNT   IS
                        MAINTAINED  AS A  SECURITIES  ACCOUNT  BY THE  TRUSTEE
                        ACTING AS A SECURITIES INTERMEDIARY.

                  G.    AS  SECURITIES  INTERMEDIARY,  TRUSTEE IS OBLIGATED TO
                        MAKE THE SCHEDULED  PAYMENTS ON THE MORTGAGE LOAN FROM
                        THE PROCEEDS OF THE DEFEASANCE  COLLATERAL DIRECTLY TO
                        THE SERVICER'S  CERTIFICATE ACCOUNT IN THE AMOUNTS AND
                        ON THE DATES  SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS
                        OR,  IN A  PARTIAL  DEFEASANCE,  THE  PORTION  OF SUCH
                        SCHEDULED  PAYMENTS  ATTRIBUTED TO THE ALLOCATED  LOAN
                        AMOUNT FOR THE REAL  PROPERTY  DEFEASED,  INCREASED BY
                        ANY DEFEASANCE  PREMIUM SPECIFIED IN THE MORTGAGE LOAN
                        DOCUMENTS (THE "SCHEDULED PAYMENTS").

                  H.    THE  SERVICER  RECEIVED  FROM  THE  MORTGAGOR  WRITTEN
                        CONFIRMATION  FROM A  FIRM  OF  INDEPENDENT  CERTIFIED
                        PUBLIC  ACCOUNTANTS,  WHO WERE APPROVED BY SERVICER IN
                        ACCORDANCE WITH THE SERVICING  STANDARD,  STATING THAT
                        (I) REVENUES  FROM  PRINCIPAL  AND  INTEREST  PAYMENTS
                        MADE  ON THE  DEFEASANCE  COLLATERAL  (WITHOUT  TAKING
                        INTO  ACCOUNT  ANY  EARNINGS ON  REINVESTMENT  OF SUCH
                        REVENUES)  WILL BE  SUFFICIENT  TO TIMELY  PAY EACH OF
                        THE SCHEDULED PAYMENTS AFTER THE DEFEASANCE  INCLUDING
                        THE  PAYMENT  IN FULL  OF THE  MORTGAGE  LOAN  (OR THE
                        ALLOCATED   PORTION   THEREOF  IN  CONNECTION  WITH  A
                        PARTIAL  DEFEASANCE)  ON ITS MATURITY DATE (OR, IN THE
                        CASE  OF AN ARD  LOAN,  ON ITS  ANTICIPATED  REPAYMENT
                        DATE),  (II) THE  REVENUES  RECEIVED IN ANY MONTH FROM
                        THE  DEFEASANCE  COLLATERAL  WILL BE  APPLIED  TO MAKE
                        SCHEDULED  PAYMENTS  WITHIN FOUR (4) MONTHS  AFTER THE
                        DATE OF RECEIPT,  AND (III)  INTEREST  INCOME FROM THE
                        DEFEASANCE  COLLATERAL  TO THE  DEFEASANCE  OBLIGOR IN
                        ANY  CALENDAR  OR  FISCAL  YEAR WILL NOT  EXCEED  SUCH
                        DEFEASANCE   OBLIGOR'S   INTEREST   EXPENSE   FOR  THE
                        MORTGAGE LOAN (OR THE ALLOCATED  PORTION  THEREOF IN A
                        PARTIAL DEFEASANCE) FOR SUCH YEAR.

                  I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL,  WHO WERE
                        APPROVED BY SERVICER IN ACCORDANCE  WITH THE SERVICING
                        STANDARD,  THAT  (I) THE  AGREEMENTS  EXECUTED  BY THE
                        MORTGAGOR AND/OR THE DEFEASANCE  OBLIGOR IN CONNECTION
                        WITH THE  DEFEASANCE ARE  ENFORCEABLE  AGAINST THEM IN
                        ACCORDANCE  WITH  THEIR  TERMS,  AND (II) THE  TRUSTEE
                        WILL  HAVE  A  PERFECTED,   FIRST  PRIORITY   SECURITY
                        INTEREST  IN  THE  DEFEASANCE   COLLATERAL   DESCRIBED
                        ABOVE.

                  J.    THE  AGREEMENTS   EXECUTED  IN  CONNECTION   WITH  THE
                        DEFEASANCE (I) PERMIT  REINVESTMENT OF PROCEEDS OF THE
                        DEFEASANCE  COLLATERAL  ONLY IN PERMITTED  INVESTMENTS
                        (AS DEFINED IN THE S&P CRITERIA),  (II) PERMIT RELEASE
                        OF  SURPLUS  DEFEASANCE  COLLATERAL  AND  EARNINGS  ON
                        REINVESTMENT   TO  THE   DEFEASANCE   OBLIGOR  OR  THE
                        MORTGAGOR  ONLY AFTER THE MORTGAGE  LOAN HAS BEEN PAID
                        IN  FULL,  IF ANY SUCH  RELEASE  IS  PERMITTED,  (III)
                        PROHIBIT ANY SUBORDINATE  LIENS AGAINST THE DEFEASANCE
                        COLLATERAL,  AND (IV) PROVIDE FOR PAYMENT FROM SOURCES
                        OTHER THAN THE  DEFEASANCE  COLLATERAL OR OTHER ASSETS
                        OF THE DEFEASANCE  OBLIGOR OF ALL FEES AND EXPENSES OF
                        THE  SECURITIES  INTERMEDIARY  FOR  ADMINISTERING  THE
                        DEFEASANCE  AND THE  SECURITIES  ACCOUNT  AND ALL FEES
                        AND  EXPENSES  OF  MAINTAINING  THE  EXISTENCE  OF THE
                        DEFEASANCE OBLIGOR.

                  K.    THE ENTIRE  PRINCIPAL  BALANCE OF THE MORTGAGE LOAN AS
                        OF   THE   DATE   OF   DEFEASANCE   WAS   $___________
                        [$20,000,000  OR LESS OR LESS  THAN  FIVE  PERCENT  OF
                        POOL  BALANCE,  WHICHEVER  IS LESS] WHICH IS LESS THAN
                        5%  OF  THE  AGGREGATE   CERTIFICATE  BALANCE  OF  THE
                        CERTIFICATES  AS OF THE DATE OF THE MOST RECENT PAYING
                        AGENT'S MONTHLY  CERTIFICATEHOLDER  REPORT RECEIVED BY
                        US (THE "CURRENT REPORT").

                  L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                        AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS
                        THE TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE
                        LOANS TO $__________________, WHICH IS _____% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE CURRENT REPORT.

            3.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
                  IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT
                  TO THE LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS
                  ARE CONSISTENT WITH THE SERVICING STANDARD.

            4.    CERTIFY  THAT  EXHIBIT  B HERETO  IS A LIST OF THE  MATERIAL
                  AGREEMENTS,  INSTRUMENTS,  ORGANIZATIONAL  DOCUMENTS FOR THE
                  DEFEASANCE OBLIGOR,  AND OPINIONS OF COUNSEL AND INDEPENDENT
                  ACCOUNTANTS  EXECUTED AND DELIVERED IN  CONNECTION  WITH THE
                  DEFEASANCE  DESCRIBED  ABOVE AND THAT ORIGINALS OR COPIES OF
                  SUCH   AGREEMENTS,   INSTRUMENTS   AND  OPINIONS  HAVE  BEEN
                  TRANSMITTED  TO THE  TRUSTEE  FOR  PLACEMENT  IN THE RELATED
                  MORTGAGE  FILE OR, TO THE EXTENT NOT  REQUIRED TO BE PART OF
                  THE RELATED  MORTGAGE  FILE,  ARE IN THE  POSSESSION  OF THE
                  SERVICER AS PART OF THE SERVICER'S MORTGAGE FILE.

            5.    CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
                  DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
                  STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND
                  CONDITIONS OF, THE POOLING AND SERVICING AGREEMENT.

            6.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
                  CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID
                  CONSTITUTE A SERVICING OFFICER AS OF THE DATE OF THE
                  DEFEASANCE DESCRIBED ABOVE.

            7.    AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
                  YOU UPON REQUEST.

            IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.



                                       SERVICER:  ____________________________



                                       By:____________________________________
                                          Name:
                                          Title:



<PAGE>

                                       Title:



<PAGE>

                                   EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

      Re:   Morgan Stanley Capital I Inc. Trust 2005-IQ10 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10,
            issued pursuant to the Pooling and Servicing Agreement, dated as of
            October 1, 2005 (the "Pooling and Servicing Agreement"), among
            Morgan Stanley Capital I Inc., as depositor (the "Depositor"), GMAC
            Commercial Mortgage Corporation, as general master servicer (the
            "General Master Servicer"), J.E. Robert Company, Inc., as general
            special servicer (the "General Special Servicer"), NCB, FSB, as
            master servicer with respect to the NCB Loans only (the "NCB Master
            Servicer"), National Consumer Cooperative Bank, as special servicer
            with respect to the Co-op Mortgage Loans only (the "NCB Special
            Servicer"), and Wells Fargo Bank, N.A., as trustee, paying agent and
            certificate registrar (the "Trustee"). 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 on behalf of the [Trustee,
General Master Servicer, the General Special Servicer, the NCB Master Servicer
or the NCB Special Servicer, as applicable] to the Depositor [and the Trustee]
[add for certifications signed by an officer of the General Master Servicer, the
General Special Servicer, the NCB Master Servicer or the NCB Special Servicer],
and [its][their] [add for certifications signed by an officer of the General
Master Servicer, the General Special Servicer, the NCB Master Servicer or the
NCB 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 my knowledge, the distribution
            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 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 certified by the Trustee] [To my knowledge, the distribution
            or servicing information required to be provided to the Trustee by
            the General Master Servicer, the General Special Servicer, the NCB
            Master Servicer, the NCB Special Servicer and each Primary Servicer
            under the Pooling and Servicing Agreement and/or the related Primary
            Servicing agreement for inclusion in the Reports is included in the
            Reports;]

      4.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I am responsible for reviewing the activities performed
            by the [General Master Servicer] [General Special Servicer] [NCB
            Master Servicer] [NCB Special Servicer] under the Pooling and
            Servicing Agreement and based upon my knowledge and the annual
            compliance review performed as required under Section 8.12 of the
            Pooling and Servicing Agreement, and except as disclosed in the
            compliance certificate delivered pursuant to Section 8.12 of the
            Pooling and Servicing Agreement, the [General Master Servicer]
            [General Special Servicer] [NCB Master Servicer] [NCB Special
            Servicer] has fulfilled its material obligations under the Pooling
            and Servicing Agreement; and]

      5.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I have disclosed to the [General Master Servicer's]
            [General Special Servicer's] [NCB Master Servicer's] [NCB Special
            Servicer's] certified public accountants all significant
            deficiencies, to my knowledge, relating to the compliance of the
            [General Master Servicer] [General Special Servicer] [NCB Master
            Servicer] [NCB 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: _________________________

[[ENTITY NAME]

---------------------------------------
[Signature]
[Title]]



<PAGE>

                             EXHIBIT A to EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                  PROVIDED TO DEPOSITOR AND THE MASTER SERVICER

      Re:   Morgan Stanley Capital I Inc. Trust 2005-IQ10 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series 2005-IQ10,
            issued pursuant to the Pooling and Servicing Agreement, dated as of
            October 1, 2005 (the "Pooling and Servicing Agreement"), among
            Morgan Stanley Capital I Inc., as depositor (the "Depositor"), GMAC
            Commercial Mortgage Corporation, as general master servicer (the
            "General Master Servicer"), J.E. Robert Company, Inc., as general
            special servicer, NCB, FSB, as master servicer with respect to the
            NCB Loans only (the "NCB Master Servicer"), National Consumer
            Cooperative Bank, as special servicer with respect to the Co-op
            Mortgage Loans only, and Wells Fargo Bank, N.A., as trustee, paying
            agent and certificate registrar (the "Trustee"). 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], [identify title], on behalf of
[___________], as Primary Servicer, certify to the Depositor, the Trustee and
[the General Master Servicer] [the NCB Master Servicer], and their officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      1.    I am responsible for reviewing the activities performed by the
            Primary Servicer under the [describe sub-servicing agreement] and
            based upon my knowledge and the annual compliance review performed
            as required under Section ___ of the Primary Servicing Agreement,
            and except as disclosed in the compliance certificate delivered
            pursuant to Section ___ of the Primary Servicing Agreement, the
            Primary Servicer has fulfilled its material obligations under the
            Primary Servicing Agreement; and

      2.    I have disclosed to the Primary Servicer's certified public
            accountants all significant deficiencies, to my knowledge, relating
            to the compliance of the Primary 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 Primary Servicing Agreement.]

Date: _________________________

---------------------------------------
[Signature]
[Title]

<PAGE>

                                   SCHEDULE I

                               MSMC LOAN SCHEDULE



<PAGE>

                                   SCHEDULE II

                               IXIS LOAN SCHEDULE


<PAGE>

                                  SCHEDULE III

                                MM LOAN SCHEDULE




<PAGE>

                                   SCHEDULE IV

                             NCB, FSB LOAN SCHEDULE




<PAGE>

                                   SCHEDULE V

                               UCMFI LOAN SCHEDULE





<PAGE>

                                   SCHEDULE VI

                             SUNTRUST LOAN SCHEDULE







<PAGE>

                                  SCHEDULE VII

           LIST OF ESCROW ACCOUNTS NOT CURRENTLY ELIGIBLE ACCOUNTS
                                (Section 8.3(e))



Morgan Stanley Mortgage Capital Inc.: [none]

IXIS Real Estate Capital Inc. : [none]

Union Central Mortgage Funding, Inc.: [none]

SunTrust Bank:  [none]

Massachusetts Mutual Life Insurance Company: [none]

NSB, FSB: [none]

<PAGE>

                                  SCHEDULE VIII

                  CERTAIN ESCROW ACCOUNTS FOR WHICH A REPORT
                        UNDER SECTION 5.1(g) IS REQUIRED


Morgan Stanley Mortgage Capital Inc.: [none]

IXIS Real Estate Capital Inc.:  [none]

Union Central Mortgage Funding, Inc.:

SunTrust Bank:  [none]

Massachusetts Mutual Life Insurance Company: [none]

NSB, FSB:
Bronx River Road Owners, Inc.
Chateau Villa Corp.
Colonial Park Townehouses Cooperative, Inc.
Neptune Towers Cooperative, Inc. and
Pondfield Apartments Inc.





<PAGE>

                                   SCHEDULE IX

  LIST OF MORTGAGORS THAT ARE THIRD-PARTY BENEFICIARIES UNDER SECTION 2.3(a)


Morgan Stanley Mortgage Capital Inc.: [none]


IXIS Real Estate Capital Inc.:  [none]


Union Central Mortgage Funding, Inc.:


SunTrust Bank:  [none]


Massachusetts Mutual Life Insurance Company: [none]


NSB, FSB:  [none]





<PAGE>

                                   SCHEDULE X

                                    Reserved


<PAGE>

                                   SCHEDULE XI

                                EARN-OUT RESERVES



Morgan Stanley Mortgage Capital Inc.: [none]

IXIS REAL ESTATE CAPITAL INC.:  [none]

Union Central Mortgage Funding, Inc.:

SunTrust Bank:  [none]

Massachusetts Mutual Life Insurance Company: [none]

NSB, FSB:  [none]




<PAGE>

                                  SCHEDULE XII


 LIST OF MORTGAGE LOANS FOR WHICH A SCHEDULED PAYMENT IS DUE AFTER THE END OF
                               A COLLECTION PERIOD


Morgan Stanley Mortgage Capital Inc.: [none]

IXIS REAL ESTATE CAPITAL INC.:  [none]

Union Central Mortgage Funding, Inc.:

SunTrust Bank:  [none]

Massachusetts Mutual Life Insurance Company: [none]

NSB, FSB:  [none]



<PAGE>

                                  SCHEDULE XIII

  LIST OF MORTGAGE LOANS THAT PERMIT VOLUNTARY PRINCIPAL PREPAYMENT WITHOUT
                       PAYMENT OF A FULL MONTH'S INTEREST


Morgan Stanley Mortgage Capital Inc.: [none]

IXIS REAL ESTATE CAPITAL INC.:  [none]

Union Central Mortgage Funding, Inc.:

SunTrust Bank:  [none]

Massachusetts Mutual Life Insurance Company: [none]

NSB, FSB:  [none]





<PAGE>


                                  SCHEDULE XIV

  RATES USED IN DETERMINATION OF CLASS X-1 AND CLASS X-2 PASS-THROUGH RATES

  11/15/2005      5.48278%
  12/15/2005      5.32877%
  01/15/2006      5.32865%
  02/15/2006      5.32852%
  03/15/2006      5.32863%
  04/15/2006      5.48227%
  05/15/2006      5.32817%
  06/15/2006      5.48207%
  07/15/2006      5.32792%
  08/15/2006      5.48186%
  09/15/2006      5.48175%
  10/15/2006      5.32754%
  11/15/2006      5.48154%
  12/15/2006      5.32726%
  01/15/2007      5.32711%
  02/15/2007      5.32695%
  03/15/2007      5.32706%
  04/15/2007      5.48087%
  05/15/2007      5.32648%
  06/15/2007      5.48059%
  07/15/2007      5.32617%
  08/15/2007      5.48032%
  09/15/2007      5.48017%
  10/15/2007      5.32567%
  11/15/2007      5.47986%
  12/15/2007      5.32533%
  01/15/2008      5.47956%
  02/15/2008      5.32498%
  03/15/2008      5.32491%
  04/15/2008      5.47908%
  05/15/2008      5.32445%
  06/15/2008      5.47876%
  07/15/2008      5.32408%
  08/15/2008      5.47843%
  09/15/2008      5.47827%
  10/15/2008      5.32356%
  11/15/2008      5.47801%
  12/15/2008      5.32327%
  01/15/2009      5.32312%
  02/15/2009      5.32297%
  03/15/2009      5.32323%
  04/15/2009      5.47736%
  05/15/2009      5.32251%
  06/15/2009      5.47708%
  07/15/2009      5.32220%
  08/15/2009      5.47680%
  09/15/2009      5.47665%
  10/15/2009      5.32171%
  11/15/2009      5.47635%
  12/15/2009      5.32137%
  01/15/2010      5.32120%
  02/15/2010      5.32102%
  03/15/2010      5.32132%
  04/15/2010      5.47558%
  05/15/2010      5.32050%
  06/15/2010      5.47525%
  07/15/2010      5.32013%
  08/15/2010      5.47492%
  09/15/2010      5.47475%
  10/15/2010      5.32165%
  11/15/2010      5.46619%
  12/15/2010      5.31231%
  01/15/2011      5.31214%
  02/15/2011      5.31196%
  03/15/2011      5.31232%
  04/15/2011      5.46541%
  05/15/2011      5.31142%
  06/15/2011      5.46508%
  07/15/2011      5.31105%
  08/15/2011      5.46474%
  09/15/2011      5.46456%
  10/15/2011      5.31047%
  11/15/2011      5.46421%
  12/15/2011      5.31007%
  01/15/2012      5.46386%
  02/15/2012      5.30967%
  03/15/2012      5.30966%
  04/15/2012      5.46331%
  05/15/2012      5.31586%
  06/15/2012      5.46592%
  07/15/2012      5.31539%
  08/15/2012      5.46548%
  09/15/2012      5.46526%
  10/15/2012      5.31465%
  11/15/2012      5.46480%
  12/15/2012      5.31174%
  01/15/2013      5.31149%
  02/15/2013      5.31123%
  03/15/2013      5.31170%
  04/15/2013      5.46162%
  05/15/2013      5.31045%
  06/15/2013      5.45914%
  07/15/2013      5.30759%
  08/15/2013      5.45785%
  09/15/2013      5.45837%
  10/15/2013      5.30504%



<PAGE>

                                   SCHEDULE XV

                      CLASS A-AB PLANNED PRINCIPAL BALANCE

   10/25/2005    $75,000,000.00
   11/15/2005    $75,000,000.00
   12/15/2005    $75,000,000.00
   01/15/2006    $75,000,000.00
   02/15/2006    $75,000,000.00
   03/15/2006    $75,000,000.00
   04/15/2006    $75,000,000.00
   05/15/2006    $75,000,000.00
   06/15/2006    $75,000,000.00
   07/15/2006    $75,000,000.00
   08/15/2006    $75,000,000.00
   09/15/2006    $75,000,000.00
   10/15/2006    $75,000,000.00
   11/15/2006    $75,000,000.00
   12/15/2006    $75,000,000.00
   01/15/2007    $75,000,000.00
   02/15/2007    $75,000,000.00
   03/15/2007    $75,000,000.00
   04/15/2007    $75,000,000.00
   05/15/2007    $75,000,000.00
   06/15/2007    $75,000,000.00
   07/15/2007    $75,000,000.00
   08/15/2007    $75,000,000.00
   09/15/2007    $75,000,000.00
   10/15/2007    $75,000,000.00
   11/15/2007    $75,000,000.00
   12/15/2007    $75,000,000.00
   01/15/2008    $75,000,000.00
   02/15/2008    $75,000,000.00
   03/15/2008    $75,000,000.00
   04/15/2008    $75,000,000.00
   05/15/2008    $75,000,000.00
   06/15/2008    $75,000,000.00
   07/15/2008    $75,000,000.00
   08/15/2008    $75,000,000.00
   09/15/2008    $75,000,000.00
   10/15/2008    $75,000,000.00
   11/15/2008    $75,000,000.00
   12/15/2008    $75,000,000.00
   01/15/2009    $75,000,000.00
   02/15/2009    $75,000,000.00
   03/15/2009    $75,000,000.00
   04/15/2009    $75,000,000.00
   05/15/2009    $75,000,000.00
   06/15/2009    $75,000,000.00
   07/15/2009    $75,000,000.00
   08/15/2009    $75,000,000.00
   09/15/2009    $75,000,000.00
   10/15/2009    $75,000,000.00
   11/15/2009    $75,000,000.00
   12/15/2009    $75,000,000.00
   01/15/2010    $75,000,000.00
   02/15/2010    $75,000,000.00
   03/15/2010    $75,000,000.00
   04/15/2010    $75,000,000.00
   05/15/2010    $75,000,000.00
   06/15/2010    $75,000,000.00
   07/15/2010    $75,000,000.00
   08/15/2010    $75,000,000.00
   09/15/2010    $75,000,000.00
   10/15/2010    $74,965,070.24
   11/15/2010    $73,486,000.00
   12/15/2010    $71,886,000.00
   01/15/2011    $70,393,000.00
   02/15/2011    $68,893,000.00
   03/15/2011    $67,043,000.00
   04/15/2011    $65,528,000.00
   05/15/2011    $63,892,000.00
   06/15/2011    $62,362,000.00
   07/15/2011    $60,712,000.00
   08/15/2011    $59,168,000.00
   09/15/2011    $57,616,000.00
   10/15/2011    $55,945,000.00
   11/15/2011    $54,379,000.00
   12/15/2011    $52,692,000.00
   01/15/2012    $51,111,000.00
   02/15/2012    $49,523,000.00
   03/15/2012    $47,703,000.00
   04/15/2012    $46,100,000.00
   05/15/2012    $44,376,000.00
   06/15/2012    $42,757,000.00
   07/15/2012    $41,018,000.00
   08/15/2012    $39,383,000.00
   09/15/2012    $37,741,000.00
   10/15/2012    $35,980,000.00
   11/15/2012    $34,321,000.00
   12/15/2012    $32,545,000.00
   01/15/2013    $30,871,000.00
   02/15/2013    $29,189,000.00
   03/15/2013    $27,171,000.00
   04/15/2013    $25,472,000.00
   05/15/2013    $23,656,000.00
   06/15/2013    $21,941,000.00
   07/15/2013    $20,109,000.00
   08/15/2013    $18,494,000.00
   09/15/2013    $16,764,000.00
   10/15/2013    $14,920,000.00
   11/15/2013    $13,175,000.00
   12/15/2013    $11,315,000.00
   01/15/2014     $9,553,000.00
   02/15/2014     $7,783,000.00
   03/15/2014     $5,687,000.00
   04/15/2014     $3,899,000.00
   05/15/2014     $2,005,000.00
   06/15/2014       $207,000.00
   07/15/2014             $0.00