<PAGE>

                                                             EXECUTION COPY



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



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


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                               as Master Servicer,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              as Special Servicer,


                         PACIFIC LIFE INSURANCE COMPANY,
            as Special Servicer with respect to Mortgage Loan No. 1,


                                       and

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






                         POOLING AND SERVICING AGREEMENT



                            Dated as of March 1, 2002



                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2002-HQ

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

<PAGE>




                                TABLE OF CONTENTS

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

                                                           DEFINITIONS

SECTION 1.1       DEFINITIONS.....................................................................................6
SECTION 1.2       CALCULATIONS RESPECTING MORTGAGE LOANS.........................................................61
SECTION 1.3       CALCULATIONS RESPECTING ACCRUED INTEREST.......................................................62
SECTION 1.4       INTERPRETATION.................................................................................62
SECTION 1.5       ARD LOANS......................................................................................63
SECTION 1.6       CERTAIN MATTERS WITH RESPECT TO LOAN PAIRS AND A/B
                   MORTGAGE LOANS................................................................................64


                                                           ARTICLE II

                                                      DECLARATION OF TRUST;
                                                    ISSUANCES OF CERTIFICATES

SECTION 2.1       CONVEYANCE OF MORTGAGE LOANS...................................................................65
SECTION 2.2       ACCEPTANCE BY TRUSTEE..........................................................................68
SECTION 2.3       SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL DOCUMENT DEFECTS AND MATERIAL BREACHES OF
                  REPRESENTATIONS AND WARRANTIES.................................................................70
SECTION 2.4       REPRESENTATIONS AND WARRANTIES.................................................................76
SECTION 2.5       CONVEYANCE OF INTERESTS........................................................................77


                                                           ARTICLE III

                                                        THE CERTIFICATES

SECTION 3.1       THE CERTIFICATES...............................................................................77
SECTION 3.2       REGISTRATION...................................................................................79
SECTION 3.3       TRANSFER AND EXCHANGE OF CERTIFICATES..........................................................79
SECTION 3.4       MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES..............................................85
SECTION 3.5       PERSONS DEEMED OWNERS..........................................................................85
SECTION 3.6       ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES......................................85
SECTION 3.7       BOOK-ENTRY CERTIFICATES........................................................................86
SECTION 3.8       NOTICES TO CLEARING AGENCY.....................................................................89
SECTION 3.9       DEFINITIVE CERTIFICATES........................................................................89


                                                           ARTICLE IV

                                                            ADVANCES


                                                               -i-
<PAGE>




SECTION 4.1       P&I ADVANCES BY MASTER SERVICER................................................................90
SECTION 4.1A      P&I ADVANCES ON THE B NOTE OF THE A/B MORTGAGE LOAN............................................91
SECTION 4.2       SERVICING ADVANCES.............................................................................92
SECTION 4.3       ADVANCES BY THE TRUSTEE........................................................................92
SECTION 4.4       EVIDENCE OF NONRECOVERABILITY..................................................................93
SECTION 4.5       INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING ADVANCES
                  WITH RESPECT TO A MORTGAGE LOAN................................................................93
SECTION 4.6       REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST.................................................94


                                                            ARTICLE V

                                                   ADMINISTRATION OF THE TRUST

SECTION 5.1       COLLECTIONS....................................................................................96
SECTION 5.2       APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND INTEREST
                  RESERVE ACCOUNT...............................................................................100
SECTION 5.3       DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT......................................................107
SECTION 5.4       PAYING AGENT REPORTS..........................................................................109
SECTION 5.5       PAYING AGENT TAX REPORTS......................................................................111


                                                           ARTICLE VI

                                                          DISTRIBUTIONS

SECTION 6.1       DISTRIBUTIONS GENERALLY.......................................................................111
SECTION 6.2       REMIC I.......................................................................................112
SECTION 6.3       REMIC II......................................................................................113
SECTION 6.4       RESERVED......................................................................................118
SECTION 6.5       REMIC III.....................................................................................118
SECTION 6.6       ALLOCATION OF REALIZED LOSSES, EXPENSE LOSSES AND SHORTFALLS DUE TO NONRECOVERABILITY.........123
SECTION 6.7       NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS..................................................126
SECTION 6.8       ADJUSTMENT OF SERVICING FEES..................................................................126
SECTION 6.9       APPRAISAL REDUCTIONS..........................................................................126
SECTION 6.10      COMPLIANCE WITH WITHHOLDING REQUIREMENTS......................................................127
SECTION 6.11      PREPAYMENT PREMIUMS...........................................................................127


                                                           ARTICLE VII

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

SECTION 7.1       DUTIES OF THE TRUSTEE AND THE PAYING AGENT....................................................128
SECTION 7.2       CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE PAYING AGENT....................................130
SECTION 7.3       THE TRUSTEE AND THE PAYING AGENT NOT LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS...132




                                                        -ii-



<PAGE>





SECTION 7.4       THE TRUSTEE AND THE PAYING AGENT MAY OWN CERTIFICATES.........................................133
SECTION 7.5       ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE AND THE PAYING AGENT.................................133
SECTION 7.6       RESIGNATION AND REMOVAL OF THE TRUSTEE OR THE PAYING AGENT....................................134
SECTION 7.7       SUCCESSOR TRUSTEE OR PAYING AGENT.............................................................135
SECTION 7.8       MERGER OR CONSOLIDATION OF TRUSTEE OR PAYING AGENT............................................136
SECTION 7.9       APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE, AGENTS OR CUSTODIAN..............................136
SECTION 7.10      AUTHENTICATING AGENTS.........................................................................138
SECTION 7.11      INDEMNIFICATION OF TRUSTEE AND THE PAYING AGENT...............................................139
SECTION 7.12      FEES AND EXPENSES OF TRUSTEE AND THE PAYING AGENT.............................................141
SECTION 7.13      COLLECTION OF MONEYS..........................................................................141
SECTION 7.14      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR......................................................142
SECTION 7.15      NOTIFICATION TO HOLDERS.......................................................................144
SECTION 7.16      REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE AND THE PAYING AGENT............................145
SECTION 7.17      FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE TRUSTEE AND THE
                  PAYING AGENT..................................................................................146
SECTION 7.18      APPOINTMENT OF LUXEMBOURG PAYING AGENT; NOTIFICATION TO CERTIFICATEHOLDERS....................147


                                                          ARTICLE VIII

                                         ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 8.1       SERVICING STANDARD; SERVICING DUTIES..........................................................148
SECTION 8.2       FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY MAINTAINED BY THE MASTER SERVICER.....149
SECTION 8.3       MASTER SERVICER'S GENERAL POWER AND DUTIES....................................................150
SECTION 8.4       PRIMARY SERVICING AND SUB-SERVICING...........................................................155
SECTION 8.5       SERVICERS MAY OWN CERTIFICATES................................................................158
SECTION 8.6       MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE, TAXES AND OTHER.............................158
SECTION 8.7       ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS; DUE-ON-ENCUMBRANCE CLAUSE..........160
SECTION 8.8       TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.......................................164
SECTION 8.9       DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD FOR THE TRUSTEE FOR
                  THE BENEFIT OF THE CERTIFICATEHOLDERS.........................................................165
SECTION 8.10      SERVICING COMPENSATION........................................................................166
SECTION 8.11      MASTER SERVICER REPORTS; ACCOUNT STATEMENTS...................................................167
SECTION 8.12      ANNUAL STATEMENT AS TO COMPLIANCE.............................................................170
SECTION 8.13      ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.......................................170
SECTION 8.14      OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE MORTGAGED PROPERTIES.......................171
SECTION 8.15      OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF THE MASTER SERVICER.........................171
SECTION 8.16      RULE 144A INFORMATION.........................................................................173
SECTION 8.17      INSPECTIONS...................................................................................174
SECTION 8.18      MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS AND CONSENTS...................................175
SECTION 8.19      SPECIALLY SERVICED MORTGAGE LOANS.............................................................178
SECTION 8.20      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER..............................179


                                                        -iii-
<PAGE>



SECTION 8.21      MERGER OR CONSOLIDATION.......................................................................180
SECTION 8.22      RESIGNATION OF MASTER SERVICER................................................................180
SECTION 8.23      ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER.........................................181
SECTION 8.24      LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.....................................182
SECTION 8.25      INDEMNIFICATION; THIRD-PARTY CLAIMS...........................................................184
SECTION 8.26      EXCHANGE ACT REPORTING........................................................................186
SECTION 8.27      COMPLIANCE WITH REMIC PROVISIONS..............................................................187
SECTION 8.28      TERMINATION...................................................................................187
SECTION 8.29      PROCEDURE UPON TERMINATION....................................................................190


                                                           ARTICLE IX

                      ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER

SECTION 9.1       DUTIES OF SPECIAL SERVICER....................................................................192
SECTION 9.2       FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF SPECIAL SERVICER...................194
SECTION 9.3       SUB-SERVICERS.................................................................................194
SECTION 9.4       SPECIAL SERVICER GENERAL POWERS AND DUTIES....................................................194
SECTION 9.5       "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION AGREEMENTS; MODIFICATIONS OF SPECIALLY
                  SERVICED MORTGAGE LOANS; DUE-ON-ENCUMBRANCE CLAUSES...........................................196
SECTION 9.6       RELEASE OF MORTGAGE FILES.....................................................................200
SECTION 9.7       DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL SERVICER TO BE HELD FOR THE TRUSTEE.....201
SECTION 9.8       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL SERVICER.............................202
SECTION 9.9       STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL LIABILITY INSURANCE POLICIES.................204
SECTION 9.10      PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS..............................................205
SECTION 9.11      COMPENSATION TO THE SPECIAL SERVICER..........................................................206
SECTION 9.12      REALIZATION UPON DEFAULTED MORTGAGE LOANS.....................................................207
SECTION 9.13      FORECLOSURE...................................................................................209
SECTION 9.14      OPERATION OF REO PROPERTY.....................................................................209
SECTION 9.15      SALE OF REO PROPERTY..........................................................................213
SECTION 9.16      REALIZATION ON COLLATERAL SECURITY............................................................214
SECTION 9.17      RESERVED......................................................................................214
SECTION 9.18      ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.................................................214
SECTION 9.19      ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT..............................................214
SECTION 9.20      MERGER OR CONSOLIDATION.......................................................................215
SECTION 9.21      RESIGNATION OF SPECIAL SERVICER...............................................................215
SECTION 9.22      ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER........................................216
SECTION 9.23      LIMITATION ON LIABILITY OF THE SPECIAL SERVICER AND OTHERS....................................217
SECTION 9.24      INDEMNIFICATION; THIRD-PARTY CLAIMS...........................................................219
SECTION 9.25      RESERVED......................................................................................221
SECTION 9.26      SPECIAL SERVICER MAY OWN CERTIFICATES.........................................................221


                                                        -iv-
<PAGE>


SECTION 9.27      TAX REPORTING.................................................................................221
SECTION 9.28      APPLICATION OF FUNDS RECEIVED.................................................................221
SECTION 9.29      COMPLIANCE WITH REMIC PROVISIONS..............................................................221
SECTION 9.30      TERMINATION...................................................................................222
SECTION 9.31      PROCEDURE UPON TERMINATION....................................................................223
SECTION 9.32      CERTAIN SPECIAL SERVICER REPORTS..............................................................225
SECTION 9.33      SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND PAYING AGENT.......................227
SECTION 9.34      RESERVED......................................................................................228
SECTION 9.35      RESERVED......................................................................................228
SECTION 9.36      SALE OF DEFAULTED MORTGAGE LOANS..............................................................228
SECTION 9.37      OPERATING ADVISER; ELECTIONS..................................................................231
SECTION 9.38      LIMITATION ON LIABILITY OF OPERATING ADVISER..................................................232
SECTION 9.39      DUTIES OF OPERATING ADVISER...................................................................232
SECTION 9.40      RIGHTS OF THE HOLDER OF A B NOTE..............................................................233


                                                            ARTICLE X

                                              PURCHASE AND TERMINATION OF THE TRUST

SECTION 10.1      TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE LOANS.....................235
SECTION 10.2      PROCEDURE UPON TERMINATION OF TRUST...........................................................237
SECTION 10.3      ADDITIONAL TRUST TERMINATION REQUIREMENTS.....................................................238


                                                           ARTICLE XI

                                                  RIGHTS OF CERTIFICATEHOLDERS

SECTION 11.1      LIMITATION ON RIGHTS OF HOLDERS...............................................................239
SECTION 11.2      ACCESS TO LIST OF HOLDERS.....................................................................240
SECTION 11.3      ACTS OF HOLDERS OF CERTIFICATES...............................................................241


                                                           ARTICLE XII

                                                      REMIC ADMINISTRATION

SECTION 12.1      REMIC ADMINISTRATION..........................................................................242
SECTION 12.2      PROHIBITED TRANSACTIONS AND ACTIVITIES........................................................247
SECTION 12.3      MODIFICATIONS OF MORTGAGE LOANS...............................................................247
SECTION 12.4      LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC STATUS..............................248
SECTION 12.5      GRANTOR TRUST REPORTING.......................................................................248


                                                          ARTICLE XIII

                                                    MISCELLANEOUS PROVISIONS


                                                         -v-
<PAGE>



SECTION 13.1      BINDING NATURE OF AGREEMENT...................................................................248
SECTION 13.2      ENTIRE AGREEMENT..............................................................................249
SECTION 13.3      AMENDMENT.....................................................................................249
SECTION 13.4      GOVERNING LAW.................................................................................251
SECTION 13.5      NOTICES.......................................................................................251
SECTION 13.6      SEVERABILITY OF PROVISIONS....................................................................252
SECTION 13.7      INDULGENCES; NO WAIVERS.......................................................................252
SECTION 13.8      HEADINGS NOT TO AFFECT INTERPRETATION.........................................................252
SECTION 13.9      BENEFITS OF AGREEMENT.........................................................................252
SECTION 13.10     SPECIAL NOTICES TO THE RATING AGENCIES........................................................252
SECTION 13.11     COUNTERPARTS..................................................................................254
SECTION 13.12     INTENTION OF PARTIES..........................................................................254
SECTION 13.13     RECORDATION OF AGREEMENT......................................................................256
SECTION 13.14     RATING AGENCY MONITORING FEES.................................................................256
SECTION 13.15     ACKNOWLEDGEMENT BY PRIMARY SERVICER...........................................................256
</TABLE>


                                                        -vi-


<PAGE>




                             EXHIBITS AND SCHEDULES
                             ----------------------
<TABLE>
<CAPTION>
<S>                        <C>
EXHIBIT A-1                Form of Class A-1 Certificate
EXHIBIT A-2                Form of Class A-2 Certificate
EXHIBIT A-3                Form of Class A-3 Certificate
EXHIBIT A-4                Reserved
EXHIBIT A-5                Form of Class B Certificate
EXHIBIT A-6                Form of Class C Certificate
EXHIBIT A-7                Form of Class D Certificate
EXHIBIT A-8                Form of Class E Certificate
EXHIBIT A-9                Form of Class F Certificate
EXHIBIT A-10               Form of Class G Certificate
EXHIBIT A-11               Form of Class H Certificate
EXHIBIT A-12               Form of Class J Certificate
EXHIBIT A-13               Form of Class K Certificate
EXHIBIT A-14               Form of Class L Certificate
EXHIBIT A-15               Form of Class M Certificate
EXHIBIT A-16               Form of Class N Certificate
EXHIBIT A-17               Form of Class O Certificate
EXHIBIT A-18               Form of Class R-I Certificate
EXHIBIT A-19               Form of Class R-II Certificate
EXHIBIT A-20               Form of Class R-III Certificate
EXHIBIT A-21               Form of Class X-1 Certificate
EXHIBIT A-22               Form of Class X-2 Certificate
EXHIBIT B-1                Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2                Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C                  Form of Request for Release
EXHIBIT D-1                Form of Transferor Certificate for Transfers to
                           Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A               Form I of Transferee Certificate for Transfers of Definitive Privately
                           Offered Certificates (Section 3.3(c))
EXHIBIT D-2B               Form II of Transferee Certificate for Transfers of Definitive Privately
                           Offered Certificates (Section 3.3(c))
EXHIBIT D-3A               Form I of Transferee Certificate for Transfers of Interests in Book-Entry
                           Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B               Form II of Transferee Certificate for Transfers of Interests in Book-Entry
                           Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1                Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT E-2                Form of Transfer Affidavit and Agreement (Section 3.3(e))
EXHIBIT F                  Form of Regulation S Certificate
EXHIBIT G-1                Form of Primary Servicing Agreement
EXHIBIT G-2                Reserved
EXHIBIT H                  Form of Exchange Certification
EXHIBIT I                  Form of EUROCLEAR or Clearstream Certificate (Section 3.7(d)
EXHIBIT J                  List of Loans as to Which Excess Servicing Fees Are Paid ("Excess Servicing Fee")





                                         -vi-


<PAGE>


EXHIBIT K-1                Form of Mortgage Loan Purchase Agreement I (John Hancock)
EXHIBIT K-2                Form of Mortgage Loan Purchase Agreement II (MSDWMC)
EXHIBIT L                  Form of Inspection Report
EXHIBIT M                  Form of Monthly Certificateholders Reports (Section 5.4(a))
EXHIBIT N                  Form of Operating Statement Analysis Report
EXHIBIT O                  Reserved
EXHIBIT P                  Reserved
EXHIBIT Q                  Reserved
EXHIBIT R                  Reserved
EXHIBIT S-1                Form of Power of Attorney to Master Servicer (Section 8.3(c))
EXHIBIT S-2                Form of Power of Attorney to Special Servicer (Section 9.4(a)
EXHIBIT T                  Form of Debt Service Coverage Ratio Procedures
EXHIBIT U                  Form of Assignment and Assumption Submission to Special Servicer (Section 8.7(a))
EXHIBIT V                  Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission
                           Package to the Special Servicer (Section 8.7(e))
EXHIBIT W                  Restricted Servicer Reports
EXHIBIT X                  Unrestricted Servicer Reports
EXHIBIT Y                  Investor Certificate (Section 5.4(a))
EXHIBIT Z                  Form of Notice and Certification (Section 8.3(h))
EXHIBIT AA                 Form of Master Servicer primary servicing agreement (Section 8.29(b))

SCHEDULE I                 JHREF Loan Schedule
SCHEDULE II                MSDWMC Loan Schedule
SCHEDULE III               List of Escrow Accounts Not Currently Eligible Accounts (Section 8.3(e))
SCHEDULE IV                Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required
SCHEDULE V                 List of Mortgagors that are Third-Party Beneficiaries Under Section 2.3(a)
SCHEDULE VI                Rates Used in Determination of Class X Pass-Through Rates ("Class X-1 Strip Rate" and
                           "Class X-2 Strip Rate")
SCHEDULE VII               Rates Used in  Determination  of Class X Pass-Through  Rates ("Class X-1 Strip Rate" and
                           "Class X-2 Strip Rate")
SCHEDULE VIII              Mortgage Loans Secured by Mortgaged  Properties  Covered by an Environmental Insurance
                           Policy
SCHEDULE IX                Mortgage Loans that are Earnout Loans
</TABLE>
                                     -vii-



<PAGE>



                   THIS POOLING AND SERVICING AGREEMENT is dated as of March 1,
2002 (this "Agreement") between MORGAN STANLEY DEAN WITTER CAPITAL I INC., a
Delaware corporation, as depositor (the "Depositor"), GMAC COMMERCIAL MORTGAGE
CORPORATION, as master servicer (the "Master Servicer"), GMAC COMMERCIAL
MORTGAGE CORPORATION, as special servicer, PACIFIC LIFE INSURANCE COMPANY, as
special servicer with respect to Mortgage Loan No. 1 (each a "Special Servicer"
and collectively, the "Special Servicers") and WELLS FARGO BANK MINNESOTA, N.A.,
as trustee of the Trust (the "Trustee"), as paying agent (the "Paying Agent")
and certificate registrar.

                              PRELIMINARY STATEMENT

                   On the Closing Date, the Depositor will acquire the Mortgage
Loans from Morgan Stanley Dean Witter Mortgage Capital Inc., as seller
("MSDWMC") and John Hancock Real Estate Finance, Inc., as seller ("JHREF"), and
will be the owner of the Mortgage Loans and the other property being conveyed by
it to the Trustee for inclusion in the Trust which is hereby created. On the
Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and
the Class R-I Certificate as consideration for its transfer to the Trust of the
Mortgage Loans; (ii) the REMIC II Regular Interests and the Class R-II
Certificates as consideration for its transfer of the REMIC I Regular Interests
to the Trust; and (iii) the REMIC III Certificates as consideration for its
transfer of the REMIC II Regular Interests to the Trust. The Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
foregoing and the issuance of (A) the REMIC I Regular Interests and the Class
R-I Certificates representing in the aggregate the entire beneficial ownership
of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates
representing in the aggregate the entire beneficial ownership of REMIC II and
(C) the REMIC III Certificates representing in the aggregate the entire
beneficial ownership of REMIC III and, in the case of the Class O Certificates,
the Class O Grantor Trust. All covenants and agreements made by the Depositor
and the Trustee herein with respect to the Mortgage Loans and the other property
constituting the Trust are for the benefit of the Holders of the REMIC I Regular
Interests, the REMIC II Regular Interests, the Residual Certificates and the
REMIC Regular Certificates. The parties hereto are entering into this Agreement,
and the Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

                   The Class A, Class B and Class C Certificates will be offered
for sale pursuant to the prospectus (the "Prospectus") dated October 9, 2001, as
supplemented by the preliminary prospectus supplement dated March 11, 2002
(together with the Prospectus, the "Preliminary Prospectus Supplement"), and as
further supplemented by the final prospectus supplement dated March 20, 2002
(together with the Prospectus, the "Final Prospectus Supplement"), and the Class
X-1, Class X-2, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N and Class O Certificates will be offered for sale
pursuant to a Private Placement Memorandum dated March 20, 2002.

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



<PAGE>



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

                                     REMIC I

Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will
relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest
will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the
related Mortgage Loan, an initial principal amount (the initial "Certificate
Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as
herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a latest possible maturity date set to the Maturity Date
(as defined herein) of the Mortgage Loan to which the Corresponding REMIC I
Regular Interest relates. The Class R-I Certificate will be designated as the
sole Class of residual interests in REMIC I and will have no Certificate Balance
and no Pass-Through Rate, but will be entitled to receive the proceeds of any
assets remaining in REMIC I after all Classes of REMIC I Regular Interests have
been paid in full.

                                    REMIC II

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

                                       -2-


<PAGE>

                                    REMIC III

<TABLE>
<CAPTION>
                                             Initial Aggregate
                                               Certificate
     REMIC III                                  Principal
      Regular           Initial Pass-           Balance or
      Interest             Through               Notional            Final Scheduled
    Designation            Rate(a)                Amount           Distribution Date(b)
    -----------            -------                ------           -------------------
<S>                     <C>                   <C>                  <C>
Class A-1                   4.59%                  $150,000,000       January 15, 2006
Class A-2                   6.09%                  $180,000,000         June 15, 2010
Class A-3                   6.51%                  $363,674,000       February 15, 2012
Class X-1(c)                0.70%                  $845,945,104       January 15, 2013
Class X-2(d)                1.12%                  $615,958,000        March 15, 2009
Class B                     6.64%                   $32,781,000        March 15, 2012
Class C                     6.75%                   $29,608,000        April 15, 2012
Class D                     7.00%                   $7,402,000         April 15, 2012
Class E                     7.27%                  $10,574,000         April 15, 2012
Class F                     7.34%                   $8,460,000         April 15, 2012
Class G                     7.60%                   $8,459,000         April 15, 2012
Class H                     6.09%                  $14,804,000         April 15, 2012
Class J                     6.09%                   $6,345,000         April 15, 2012
Class K                     6.09%                   $6,344,000         April 15, 2012
Class L                     6.09%                   $8,460,000         April 15, 2012
Class M                     6.09%                   $6,344,000         April 15, 2012
Class N                     6.09%                   $2,115,000         April 15, 2012
Class O(e)                  6.09%                  $10,575,104        November 15, 2013
Class R-III(f)               N/A                       N/A                    N/A
</TABLE>

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

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

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

         (1) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class A-1 Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class A-1 Certificates;
         (2) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class A-2A Component and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the Pass-Through Rate of the
         Class A-2 Certificates;
         (3) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class A-2B Component and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VI
         for such Distribution Date occurring on or before July 2005, or after
         the Distribution Date in July 2005, the Pass-Through Rate of the Class
         A-2B Component;
         (4) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class A-3A Component and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VI
         for such Distribution Date occurring on or before July 2005, or after
         the Distribution Date in July 2005, the Pass-Through Rate of the Class
         A-3A Component;


                                      -3-

<PAGE>

         (5) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class A-3B Component and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VII
         for such Distribution Date occurring on or before March 2009, or after
         the Distribution Date in March 2009, the Pass-Through Rate of the Class
         A-3B Component;
         (6) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class B Certificate and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VII
         for such Distribution Date occurring on or before March 2009, or after
         the Distribution Date in March 2009, the Pass-Through Rate of the Class
         B Certificates;
         (7) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class C Certificate and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VII
         for such Distribution Date occurring on or before March 2009, or after
         the Distribution Date in March 2009, the Pass-Through Rate of the Class
         C Certificates;
         (8) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class D Certificate and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VII
         for such Distribution Date occurring on or before March 2009, or after
         the Distribution Date in March 2009, the Pass-Through Rate of the Class
         D Certificates;
         (9) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class E Certificate and (B) one twelfth
         of the excess (if any) of (x) the Weighted Average REMIC I Net Mortgage
         Rate on such Distribution Date over (y) the rate shown on Schedule VII
         for such Distribution Date occurring on or before March 2009, or after
         the Distribution Date in March 2009,the Pass-Through Rate of the Class
         E Certificates;
         (10) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class F Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the rate shown on
         Schedule VI for such Distribution Date occurring on or before July
         2005, or after the Distribution Date in July 2005,the Pass-Through Rate
         of the Class F Certificates;
         (11) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class G Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class G Certificates;
         (12) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class H Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class H Certificates;
         (13) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class J Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class J Certificates;
         (14) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class K Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class K Certificates;
         (15) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class L Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class L Certificates;
         (16) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class M Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class M Certificates;
         (17) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class N Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class N Certificates; and
         (18) the right to receive, on each Distribution Date, the product of
         (A) the Certificate Balance of the Class O Certificates and (B) one
         twelfth of the excess (if any) of (x) the Weighted Average REMIC I Net
         Mortgage Rate on such Distribution Date over (y) the Pass-Through Rate
         of the Class O Certificates.

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

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


                                      -4-
<PAGE>



         (4) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class B Certificate and (B) one twelfth
         of the excess (if any) of (i) the lesser of (x) the rate shown on
         Schedule VII for such Distribution Date and (y) the Weighted Average
         REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
         Pass-Through Rate of the Class B Certificates;
         (5) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class C Certificate and (B) one twelfth
         of the excess (if any) of (i) the lesser of (x) the rate shown on
         Schedule VII for such Distribution Date and (y) the Weighted Average
         REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
         Pass-Through Rate of the Class C Certificates;
         (6) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class D Certificate and (B) one twelfth
         of the excess (if any) of (i) the lesser of (x) the rate shown on
         Schedule VII for such Distribution Date and (y) the Weighted Average
         REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
         Pass-Through Rate of the Class D Certificates;
         (7) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class E Certificate and (B) one twelfth
         of the excess (if any) of (i) the lesser of (x) the rate shown on
         Schedule VII for such Distribution Date and (y) the Weighted Average
         REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
         Pass-Through Rate of the Class E Certificates; and
         (8) the right to receive, on each Distribution Date, the product of (A)
         the Certificate Balance of the Class F Certificate and (B) one twelfth
         of the excess (if any) of (i) the lesser of (x) the rate shown on
         Schedule VI for such Distribution Date and (y) the Weighted Average
         REMIC I Net Mortgage Rate on such Distribution Date, over (ii) the
         Pass-Through Rate of the Class F Certificates.

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

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

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



                  As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $845,945,104.

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

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

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





                                      -5-


<PAGE>


III Regular Interests (and, in the case of the Class O Certificate, the Class O
REMIC Interest represented by the Class O Certificate) will be designated as the
"regular interests" in REMIC III and the Class R-III Certificates (together with
the REMIC Regular Certificates, the "REMIC III Certificates") will be designated
as the sole Class of "residual interests" in REMIC III for purposes of the REMIC
Provisions.

                                    ARTICLE I

                                   DEFINITIONS

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

                  "A NOTE" means, the A-1 Note, the A-2 Note and the A-3 Note,
collectively.

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

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

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

                  "A/B LOAN CUSTODIAL ACCOUNT" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c)
on behalf of the holder of the related B Note. Any such sub-account(s) shall be
maintained as a sub-account of an Eligible Account.

                  "A/B MORTGAGE LOAN" means Mortgage Loan No. 1, which is
designated as an A/B Mortgage Loan on the Mortgage Loan Schedule. References
herein to an A/B Mortgage Loan shall be construed to refer to the aggregate
indebtedness under the related A Note and the related B Note.

                  "A/B MORTGAGE LOAN INTERCREDITOR AGREEMENT" means, with
respect to an A/B Mortgage Loan, the related intercreditor agreement by and
between the holder of the related A Note and the holder of the related B Note
relating to the relative rights of such holders of the




                                      -6-


<PAGE>



respective A Note and B Note, as the same may be further amended from time to
time in accordance with the terms thereof.

                  "ACCOUNTANT" means a person engaged in the practice of
accounting who is Independent.

                  "ACCRUED CERTIFICATE INTEREST" means with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates,
other than the Class X Certificates, the Class R-I Certificates, the Class R-II
Certificates and the Class R-III Certificates, interest accrued during the
Interest Accrual Period relating to such Distribution Date on the Aggregate
Certificate Balance of such Class or Interest as of the close of business on the
immediately preceding Distribution Date at the respective rates per annum set
forth in the definition of the applicable Pass-Through Rate for each such Class.
Accrued Certificate Interest on the Class X-1 Certificates for each Distribution
Date will equal the Class X-1 Interest Amount. Accrued Certificate Interest on
the Class X-2 Certificates for each Distribution Date will equal the Class X-2
Interest Amount.

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

                  "ADDITIONAL TRUST EXPENSE" means any of the following items:
(i) Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent
not collected from the related Mortgagor), (ii) Advance Interest that cannot be
paid in accordance with Section 4.6(c); (iii) amounts paid to indemnify the
Master Servicer, the Special Servicer, the Primary Servicer, 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
Account or Distribution Account, (v) the amount of any Advance that is not
recovered from the proceeds of a Mortgage Loan (other than any Pari Passu Loan)
or Loan Pair upon a Final Recovery Determination and (vi) to the extent not
included in the calculation of a Realized Loss and not covered by
indemnification by one of the parties hereto or otherwise, any other
unanticipated cost, liability, or expense (or portion thereof) of the Trust
(including costs of collecting such amounts or other Additional Trust Expenses)
which the Trust has not recovered, and in the judgment of the Master Servicer
(or 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; provided, however, that, in the case of an A/B Mortgage Loan,
"Additional Trust Expense" shall not include any of the foregoing amounts that
have been recovered from the related Mortgagor or Mortgaged Property as a result
of the subordination of the related B Note. Notwithstanding anything to the
contrary, "Additional Trust Expenses" shall not include allocable overhead of
the Master Servicer, the Special Servicer, the Trustee, the Paying Agent 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. "Additional Trust Expenses" shall not
include expenses incurred in connection with Section 6.12, which are payable in
accordance with the last paragraph thereof.



                                      -7-
<PAGE>



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

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

                  "ADVANCE INTEREST" means interest payable to the Master
Servicer or the Trustee on outstanding Advances pursuant to Section 4.5 of this
Agreement.

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

                  "ADVANCE REPORT DATE" means the second Business Day prior to
each Distribution Date (or, with respect to the B Note, the B Note Report Date).

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

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

                  "AGGREGATE CERTIFICATE BALANCE" means the aggregate of the
Certificate Balances of the Principal Balance Certificates, the REMIC I Regular
Interests or the REMIC II Regular Interests, as the case may be, at any date of
determination. With respect to a Class of Principal Balance Certificates, REMIC
I Regular Interests or REMIC II Regular Interests, Aggregate Certificate Balance
shall mean the aggregate of the Certificate Balances of all Certificates or
Interests, as the case may be, of that Class at any date of determination.

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

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

                  "ANTICIPATED REPAYMENT DATE" means, with respect to the ARD
Loans, the anticipated maturity date set forth in the related Mortgage Note.


                                      -8-

<PAGE>

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

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

                  "APPRAISAL REDUCTION" means, with respect to any Required
Appraisal Loan with respect to which an Appraisal or internal valuation is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum,
as of the first Determination Date that is at least 15 days after the date on
which the Appraisal or internal valuation is obtained or performed, of (i) the
Scheduled Principal Balance of such Mortgage Loan or Loan Pair (or, in the case
of an REO Property, the related REO Mortgage Loan) less the undrawn principal
amount of any letter of credit or debt service reserve, if applicable, that is
then securing such Mortgage Loan or Loan Pair, (ii) to the extent not previously
advanced by the Master Servicer or the Trustee, all accrued and unpaid interest
on such Mortgage Loan or Loan Pair at a per annum rate equal to the Mortgage
Rate, (iii) all unreimbursed Advances and interest on Advances at the Advance
Rate with respect to such Mortgage Loan or Loan Pair, and (iv) to the extent
funds on deposit in any applicable Escrow Accounts are not sufficient therefor,
and to the extent not previously advanced by the Master Servicer 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 or Loan Pair (less the estimated amount of the
obligations anticipated to be payable in the next twelve months to which such
escrows relate). Each Appraisal or internal valuation for a Required Appraisal
Loan shall be updated annually. The Appraisal Reduction for each Required
Appraisal Loan will be recalculated based on subsequent Appraisals, internal
valuations or updates. Any Appraisal Reduction for any Mortgage Loan shall be
reduced to reflect any Realized Principal Losses on the Required Appraisal Loan.
Each Appraisal Reduction will be reduced to zero as of the date the related
Mortgage Loan or Loan Pair is brought current under the then current terms of
the Mortgage Loan or Loan Pair for at least three consecutive months, and no
Appraisal Reduction will exist as to any Mortgage Loan or Loan Pair after it has
been paid in full, liquidated, repurchased or otherwise disposed of. The
Appraisal Reduction for any Loan Pair shall be



                                      -9-


<PAGE>




allocated, as between the Pari Passu Loan and the related Companion Loan, pro
rata according to their respective Principal Balances.

                  "APPRAISED VALUE" means, with respect to any Mortgaged
Property, the appraised value thereof determined by an Appraisal of the
Mortgaged Property securing such Mortgage Loan made by an Independent appraiser
selected by the Master Servicer or the Special Servicer, as applicable or, in
the case of an internal valuation performed by the Special Servicer pursuant to
Section 6.9, the value of the Mortgaged Property determined by such internal
valuation.

                  "ARD LOANS" means the Mortgage Loans designated on the
Mortgage Loan Schedule as Mortgage Loan Nos. 2 (Butera Properties - 1750 Old
Meadow Road) , 3 (Butera Properties - Wedgewood II), 4 (Butera Properties - 303
International Circle) , 5-6 (Butera Properties - 444 North Frederick Avenue and
Patapsco Industrial Park Buildings), 20 (Enterprise Center) and 23 (Flextronics
International Building).

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

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

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




                                      -10-





<PAGE>



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

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

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

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

                  "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicer in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Account, (v) in the case of each REO Property related to an A/B Mortgage
Loan or Loan Pair, all amounts received with respect to such A/B Mortgage Loan
or Loan Pair that are required to be paid to the holder of the related B Note or
Companion Loan, as applicable, pursuant to the terms of the related B Note or
Companion Loan, as applicable, and the related Intercreditor Agreement (which
amounts will be deposited into the related A/B Loan Custodial Account or
Companion Loan Custodial Account, as applicable, pursuant to Section 5.1(c) and
withdrawn from such accounts pursuant to Section 5.2(a)) and (vi) Scheduled
Payments collected but due on a Due Date subsequent to the related Collection
Period and (b) if and to the extent not already among the amounts described in
clause (a), (i) the aggregate amount of any P&I Advances made by the Master
Servicer or the Trustee for such Distribution Date pursuant to Section 4.1
and/or Section 4.3 (other than the portion thereof made in respect of a
Companion Loan), (ii) the aggregate amount of any Compensating Interest payments
made by the Master



                                      -11-


<PAGE>






Servicer for such Distribution Date pursuant to the terms hereof, and (iii) if
such Distribution Date occurs in March of any year, commencing March 2003, the
aggregate of the Interest Reserve Amounts then held on deposit in the Interest
Reserve Account in respect of each Interest Reserve Loan.

                  "B NOTE" means, with respect to any A/B Mortgage Loan, the
related Mortgage Note not included in the Trust, which is subordinated in right
of payment to the related A Note to the extent set forth in the related A/B
Mortgage Loan Intercreditor Agreement.

                  "B NOTE APPRAISAL REDUCTION" means, with respect to any B Note
upon becoming a Required Appraisal Loan with respect to which an Appraisal is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum,
as of the first B Note Determination Date that is at least 15 days after the
date on which the Appraisal is obtained or performed, of (i) the Scheduled
Principal Balance of the A/B Mortgage Loan (or, in the case of an REO Property,
the related REO Mortgage Loan) less the undrawn principal amount of any letter
of credit or debt service reserve, if applicable, that is then securing the A/B
Mortgage Loan, (ii) to the extent not previously advanced by the Master Servicer
or the Trustee, all accrued and unpaid interest on the A/B Mortgage Loan based
on the per annum rates equal to the applicable Mortgage Rates, (iii) all
unreimbursed Advances and interest on Advances at the Advance Rate with respect
to the A/B Mortgage Loan, and (iv) to the extent funds on deposit in any
applicable Escrow Accounts are not sufficient therefor, and to the extent not
previously advanced by the Master Servicer or the Trustee, all currently due and
unpaid real estate taxes and assessments, insurance premiums and, if applicable,
ground rents and other amounts which were required to be deposited in any Escrow
Account (but were not deposited) in respect of such Mortgaged Property or REO
Property, as the case may be, over (B) 90% of the Appraised Value (net of any
prior mortgage liens) of such Mortgaged Property or REO Property as determined
by such Appraisal, plus the full amount of any escrows held by or on behalf of
the Trustee as security for the A/B Mortgage Loan (less the estimated amount of
the obligations anticipated to be payable in the next twelve months to which
such escrows relate). Each Appraisal for the A/B Mortgage Loan shall be updated
annually. The Appraisal Reduction for the A/B Mortgage Loan will be recalculated
based on subsequent Appraisals or updates. Any Appraisal Reduction for any B
Note shall be reduced to reflect any Realized Principal Losses on the A/B
Mortgage Loan. Each Appraisal Reduction will be reduced to zero as of the date
the A/B Mortgage Loan is brought current under the then current terms of the A/B
Mortgage Loan for at least three consecutive months, and no Appraisal Reduction
will exist as to any B Note after it has been paid in full, liquidated,
repurchased or otherwise disposed of.

                  "B NOTE COLLECTION PERIOD" means, with respect to any B Note
Distribution Date, the period commencing on the day immediately following the B
Note Determination Date in the calendar month preceding the month in which such
B Note Distribution Date occurs (or, in the case of the initial B Note
Distribution Date, commencing March 27, 2002) and ending on and including the B
Note Determination Date in the calendar month in which such B Note Distribution
Date occurs.

                  "B NOTE DETERMINATION DATE" shall mean with respect to each B
Note Distribution Date, the third Business Day of the month in which such B Note
Distribution Date occurs.

                                      -12-

<PAGE>

                  "B NOTE DISTRIBUTION DATE" shall mean the fifth Business Day
of each calendar month, commencing in May 2002.

                  "B NOTE MASTER SERVICER REMITTANCE DATE" shall mean the
Business Day preceding the B Note Distribution Date, commencing in May 2002.

                  "B NOTE P&I ADVANCE" shall mean, (i) with respect to the B
Note when all or a portion of the Scheduled Payment (other than a Balloon
Payment) due during the related B Note Collection Period was not received by the
Master Servicer as of the B Note Determination Date, the portion of such
Scheduled Payment not received; (ii) with respect to the Balloon Payment that
was due during or prior to the related B Note Collection Period but was
delinquent, in whole or in part, as of the related B Note Determination Date, an
amount equal to the excess, if any, of the Assumed Scheduled Payment for the B
Note for the related B Note Collection Period, over any Late Collections
received in respect of such Balloon Payment during such B Note Collection
Period; and (iii) with respect to the related REO Property, an amount equal to
the excess, if any, of the Assumed Scheduled Payment for the B Note related to
such REO Property during the related B Note Collection Period, over remittances
of REO Income (meaning the portion thereof allocable to such B Note under the
applicable Intercreditor Agreement and Section 1.6 of this Agreement) to the
Master Servicer by the related Special Servicer, reduced by any amounts required
to be paid as taxes on such REO Income (including taxes imposed pursuant to
Section 860G(c) of the Code); provided, however, that the interest portion of
any Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per
annum rate equal to the sum of the Mortgage Rate relating to the B Note or REO
Mortgage Loan (net of any fees payable to the Master Servicer or the B Note
Trustee), such that the Scheduled Payment or Assumed Scheduled Payment to be
advanced as a B Note P&I Advance shall be net of the Master Servicing Fee, the
Excess Servicing Fee and the Primary Servicing Fees; and provided, further, that
the Scheduled Payment or Assumed Scheduled Payment for the B Note if it has been
modified shall be calculated based on its terms as modified and provided,
further, that the amount of any B Note P&I Advance after there has been a B Note
Appraisal Reduction will be an amount equal to the product of (i) the amount of
interest required to be advanced without giving effect to this proviso and (ii)
a fraction, the numerator of which is the Principal Balance of the B Note as of
the immediately preceding B Note Determination Date less any B Note Appraisal
Reduction applicable to the B Note (meaning the portion thereof allocable to
such B Note under the applicable Intercreditor Agreement and Section 1.6 of this
Agreement) and the denominator of which is the Principal Balance of the B Note
as of such B Note Determination Date. All B Note P&I Advances for the B Note
that have been modified shall be calculated on the basis of their terms as
modified.

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

                  "B NOTE REPORT DATE" means the third Business Day in the
calendar  month of the respective B Note Distribution Date.

                  "B NOTE TRUST AGREEMENT" means the Trust Agreement, dated as
of March 27, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor
and the B Note Trustee, as amended.

                                      -13-

<PAGE>

                  "B NOTE TRUSTEE" means Wells Fargo Bank Minnesota,  N.A., as
trustee on behalf of the certificateholders under the B Note Trust Agreement,
and its successors and assigns.

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

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

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

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

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

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

                  "BUSINESS DAY" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Boston, Massachusetts (but
only with respect to matters related to the performance of obligations delegated
to JHREF as Primary Servicer under the related Primary Servicing Agreement),
Newport Beach, California, San Francisco, California, Horsham,




                                      -14-

<PAGE>

Pennsylvania or the principal cities in which a Special Servicer, the Trustee,
the Paying Agent or the Master Servicer conducts servicing or trust operations,
or (iii) a day on which banking institutions or savings associations in
Minneapolis, Minnesota, Columbia, Maryland, New York, New York, are authorized
or obligated by law or executive order to be closed.

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

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

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

                  "CERTIFICATE BALANCE" means, with respect to any Certificate
or Interest (other than the Class X Certificates and the Residual Certificates)
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such Certificate (in the
case of a Certificate), or as ascribed thereto in the Preliminary Statement
hereto (in the case of an Interest), minus (i) the amount of all principal
distributions previously made with respect to such Certificate pursuant to
Section 6.5(a) or deemed to have been made with respect to such Interest
pursuant to Section 6.2(a) or Section 6.3(a), as the case may be and (ii) all
Realized Losses allocated or deemed to have been allocated to such Interest or
Certificate in reduction of Certificate Balance pursuant to Section 6.6. The
Certificate Balance of the Class A-2A Component and the Class A-2B Component
shall equal the Certificate Balance of the REMIC II Regular Interest A-2A and
the REMIC II Regular Interest A-2B, respectively and the Certificate Balance of
the Class A-3A Component and the Class A-3B Component shall equal the
Certificate Balance of the REMIC II Regular Interest A-3A and the REMIC II
Regular Interest A-3B, respectively.

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

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

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

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

                                      -15-

<PAGE>

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

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

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

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

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

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

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

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

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

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

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



                                      -16-
<PAGE>



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

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

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

                  "CLASS X-1 STRIP RATE" means, with respect to any Class of
Certificates (other than the Class A-2, Class A-3, Class X and the Residual
Certificates), the Class A-2A Component, the Class A-2B Component, the Class
A-3A Component and the Class A-3B Component, (A) for any Distribution Date
occurring on or before July 2005 the excess, if any, of (i) the Weighted Average
REMIC I Net Mortgage Rate for such Distribution Date over (ii) (x) in the case
of the Class A-1 Certificates, Class G, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates and Class O Certificates and the Class A-2A Component, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the Class A-2B Component, Class A-3A Component, Class A-3B
Component, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates, the rate per annum corresponding
to such Distribution Date as set forth in Schedule VI attached hereto; (B) for
any Distribution Date occurring after July 2005 and on or before March 2009, the
excess, if any, of (i) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (ii) (x) in the case of the Class A-1 Certificates, Class
A-2 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 and the
Class A-3A Component, the Pass-Through Rate for such Class of Certificates or
such Component and (y) in the case of the Class A-3B Component, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
Certificates, the rate per annum corresponding to such Distribution Date as set
forth on Schedule VII attached hereto; and (C) for any Distribution Date
occurring after March 2009, the excess of (i) the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for
each such Class of Certificates or Component. In no event will any Class X-1
Strip Rate be less than zero.

                  "CLASS X-2 INTEREST AMOUNT" means, (x) with respect to any
Distribution Date occurring on or before July 2005 and the related Interest
Accrual Period, interest equal to the product of (i) one-twelfth of a per annum
rate equal to the weighted average of the Class X-2 Strip Rates for the Class
A-2B Component, Class A-3A Component, Class A-3B Component,



                                      -17-
<PAGE>



Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates and Class F Certificates, weighted on the basis of the respective
Certificate Balances of such Classes of Certificates or such Components and (ii)
the Class X-2 Notional Amount for such Distribution Date and (y) with respect to
any Distribution Date occurring after July 2005 and on or before the
Distribution Date in March 2009 and the related Interest Accrual Period,
interest equal to the product of (i) one-twelfth of a per annum rate equal to
the weighted average of the Class X-2 Strip Rates for the Class A-3B Component,
Class B Certificates, Class C Certificates, Class D Certificates and Class E
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates or such Component and (ii) the Class X-2 Notional
Amount for such Distribution Date.

                  "CLASS X-2 NOTIONAL AMOUNT" means, (i) with respect to any
Distribution Date occurring on or before the Distribution Date in July 2005, the
aggregate of the Certificate Balances of the Class A-2B Component, Class A-3A
Component, Class A-3B Component, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and Class F Certificates as of the
close of business on the preceding Distribution Date, (ii) with respect to any
Distribution Date after the Distribution Date in July 2005 and on or before the
Distribution Date in March 2009, the aggregate of the Certificate Balances of
the Class A-3B Component, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates as of the close of business on the
preceding Distribution Date and (iii) with respect to any Distribution Date
occurring after the Distribution Date in March 2009, zero.

                  "CLASS X-2 STRIP RATE" means, (A) for any Distribution Date
occurring on or before July 2005, with respect to the Class A-2B Component,
Class A-3A Component, Class A-3B Component, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F
Certificates, the excess, if any, of (x) the lesser of (i) the rate per annum
corresponding to such Distribution Date as set forth in Schedule VI attached
hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass-Through Rate for such Class of Certificates
or Component and (B) for any Distribution Date occurring after July 2005 and on
or before March 2009, with respect to the Class A-3B Component, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
Certificates, the excess, if any, of (x) the lesser of (i) the rate per annum
corresponding to such Distribution Date as set forth in Schedule VII attached
hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass-Through Rate for such Class of Certificates
or Component. For any Distribution Date occurring after March 2009, the Class
X-2 Strip Rate for any Certificate or Component will be equal to zero.

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

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme.

                  "CLOSING DATE" means March 27, 2002.

                  "CMSA" means the Commercial Mortgage Securities Association.



                                      -18-
<PAGE>



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

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

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

                  "COMPANION LOAN" means, collectively, the A-2 Note and the A-3
Note, which are secured on a pari passu basis with the corresponding Pari Passu
Loan. A Companion Loan is not a "Mortgage Loan."

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

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

                  "COMPONENT" means either of the Class A-2A Component, the
Class A-2B Component, the Class A-3A Component or the Class A-3B Component.

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

                  "CONTROLLING CLASS" means the most subordinate Class of REMIC
Regular Certificates outstanding at any time of determination; provided, that,
if the aggregate Certificate Balance of such Class is less than 25% of the
initial Certificate Balance of such Class as of the



                                      -19-
<PAGE>



Closing Date, the Controlling Class shall be the next most subordinate Class of
REMIC Regular Certificates outstanding. As of the Closing Date, the Controlling
Class will be the Class O Certificates.

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

                  "CORPORATE TRUST OFFICE" means, with respect to the
presentment and surrender of Certificates for the final distribution thereon or
the presentment and surrender of Certificates for any other purpose, the
principal corporate trust office of the Certificate Registrar. The principal
corporate trust office of the Trustee is presently located, for certificate
transfer purposes, at Wells Fargo Center, Sixth and Marquette Avenue, MAC
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)-- Morgan Stanley Dean Witter Capital I Inc. Series 2002-HQ, and
for all other purposes at 11000 Broken Land Parkway, Columbia, Maryland
21044-3562, Attention: Corporate Trust Services (CMBS)-- Morgan Stanley Dean
Witter Capital I Inc. Series 2002-HQ, or at such other address as the Trustee
may designate from time to time by notice to the Certificateholders, the
Depositor, the Master Servicer, the Paying Agent and the Special Servicer.

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

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

                  "CROSSED MORTGAGE 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 March 1, 2002. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on March 1, 2002, and
Scheduled Payments due in March 2002 with respect to Mortgage Loans not having
Due Dates on the first of each month have been deemed received on March 1, 2002,
not the actual day on which such Scheduled Payments were due.



                                      -20-
<PAGE>



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

                  "DEBT SERVICE REDUCTION AMOUNT" means, with respect to a Due
Date and the related Determination Date, the amount of the reduction of the
Scheduled Payment which a Mortgagor is obligated to pay on such Due Date with
respect to a Mortgage Loan, Companion Loan or B Note as a result of any
proceeding under bankruptcy law or any similar proceeding (other than a
Deficient Valuation Amount); provided, however, that in the case of an amount
that is deferred, but not forgiven, such reduction shall include only the net
present value (calculated at the related Mortgage Rate) of the reduction.

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

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

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

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

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

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



                                      -21-
<PAGE>



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

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

                  "DEPOSITOR" means Morgan Stanley Dean Witter Capital I Inc., a
Delaware corporation, and its successors in interest.

                  "DEPOSITORY" has the meaning set forth in Section 3.7(a).

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

                  "DETERMINATION DATE" means, with respect to any Distribution
Date, the earlier of (i) the 10th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day prior to the related Distribution
Date, commencing April 8, 2002.

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

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

                  "DISQUALIFIED ORGANIZATION" means any of (i) the United
States, any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for FHLMC,
a majority of its board of directors is not selected by any such governmental
unit), (ii) a



                                      -22-
<PAGE>



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 provided to the Trustee (not at its own expense) that the
holding of an ownership interest in a Residual Certificate by such Person may
cause any of the REMICs, or any Person having an Ownership Interest in any Class
of Certificates, other than such Person, to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the
transfer of an ownership interest in a Residual Certificate to such Person. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

                  "DISTRIBUTABLE CERTIFICATE INTEREST" means, with respect to
any Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest in
respect of such Class or Interest, reduced (to not less than zero) by (i) any
Net Aggregate Prepayment Interest Shortfalls for such Class of Certificates or
Interests, allocated on such Distribution Date to such Class or Interest
pursuant to Section 6.7, and (ii) Realized Losses allocated on such Distribution
Date to reduce the Distributable Certificate Interest payable to such Class or
Interest pursuant to Section 6.6, plus (B) the Unpaid Interest.

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

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

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

                  "ELIGIBLE ACCOUNT" means an account (or accounts) that is any
of the following: (i) maintained with a depository institution or trust company
whose (A) commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated at least "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 or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee, the Paying Agent or other
financial institution, subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
or (iii) an account or accounts of a depository institution acceptable to each
Rating Agency, as evidenced by Rating Agency Confirmation with respect to the
use of any such account as the Certificate Account or the Distribution Account.



                                      -23-
<PAGE>



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

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

                  (ii) demand or time deposits in, unsecured certificates of
deposit of, money market deposit accounts of, or bankers' acceptances issued by,
any depository institution or trust company (including the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its
commercial capacity) incorporated or organized under the laws of the United
States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the commercial
paper or other short-term debt obligations of such depository institution or
trust company are rated "A-1+" by S&P and "Prime-1" by Moody's or the long-term
unsecured debt obligations of such depository institution or trust company have
been assigned a rating by each Rating Agency at least equal "AA-" by S&P and
"Aa2" by Moody's or its equivalent or, in each case, if not rated by a Rating
Agency, then such Rating Agency has issued a Rating Agency Confirmation;

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

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

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

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




                                      -24-
<PAGE>



by S&P or Moody's, then S&P or Moody's, as applicable, has issued a Rating
Agency Confirmation;

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

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

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

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

                  "EMERGENCY ADVANCE" means any Servicing Advance that must be
made in order to avoid any material penalty, any material harm to a Mortgaged
Property or any material adverse consequence to the Trust or any holder of a
Companion Loan or B Note.



                                      -25-
<PAGE>



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

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

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

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

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

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

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

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

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



                                      -26-
<PAGE>



Loan, a Principal Prepayment in full had been made with respect to both the
related A-1 Note and B Note, or, in the case of an REO Property related to a
Loan Pair, a Principal Prepayment in full had been made with respect to both the
Pari Passu Loan and the Companion Loan) on the date such proceeds were received.

                  "EXCESS SERVICING FEE" means, with respect to the Mortgage
Loans for which an "excess servicing fee rate" is designated on the Mortgage
Loan Schedule, the monthly fee payable to (a) GMAC Commercial Mortgage
Corporation, as Master Servicer, or its successors and assigns, and (b) JHREF,
or its successors and assigns, each as holder of excess servicing rights, which
fee shall accrue on the Scheduled Principal Balance of each such Mortgage Loan
immediately prior to the Due Date occurring in each month at the per annum rate
(determined in the same manner as the applicable Mortgage Rate for such Mortgage
Loan is determined for such month) specified on the Mortgage Loan Schedule (the
"Excess Servicing Fee Rate"). Each holder of excess servicing rights is entitled
to Excess Servicing Fees only with respect to the Mortgage Loans as indicated on
Exhibit J hereto.

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

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

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

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

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

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

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

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

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

                  "FINAL RECOVERY DETERMINATION" means a determination with
respect to any Mortgage Loan, Companion Loan, B Note or Specially Serviced
Mortgage Loan by the Master Servicer in consultation with the Special Servicer
in respect of any Defaulted Mortgage Loan (including a Mortgage Loan, Companion
Loan or B Note that became an REO Property), in each case, in its good faith
discretion, consistent with the Servicing Standard, that all Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, Purchase Proceeds and other
payments or recoveries which the Master Servicer or the Special Servicer, as the
case may be, expects to be



                                      -27-
<PAGE>



finally recoverable on such Mortgage Loan, Companion Loan or B Note, without
regard to any obligation of the 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. The Special Servicer shall be required to provide the Master Servicer
with prompt written notice of any Final Recovery Determination with respect to
any Specially Serviced Mortgage Loan upon making such determination. The Master
Servicer shall notify the Trustee and the Paying Agent of such determination and
the Paying Agent shall deliver a copy of such notice to each Rating Agency.

                  "FINAL SCHEDULED DISTRIBUTION DATE" means, for each Class of
rated Certificates, the Distribution Date on which such Class would be paid in
full if payments were made on the Mortgage Loans in accordance with their terms,
except that ARD Loans are assumed to be repaid on their Anticipated Repayment
Dates.

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

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

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

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

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

                  "INDEPENDENT CONTRACTOR" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC within the meaning of Section
856(d)(3) of the Code if such REMIC were a real estate investment trust (except
that the ownership test set forth in such Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of the Aggregate
Certificate Balance or Notional Amount, as the case may be, of any Class of the
Certificates (other than the Class R-III Certificates), a Percentage Interest of
35% or more in the Class R-III Certificates or such other interest in any Class
of the Certificates or of the applicable REMIC as is set forth in an Opinion of
Counsel,



                                      -28-
<PAGE>



which shall be at no expense to the Trustee or the Trust) so long as such REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer or the Special Servicer) upon receipt by
the Trustee of an Opinion of Counsel, which shall be at the expense of the
Person delivering such opinion to the Trustee, to the effect that the taking of
any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code), or cause any income realized in respect of such
REO Property to fail to qualify as Rents from Real Property.

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

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

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

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

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

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

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

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

                  "INTEREST" means a REMIC I Interest or a REMIC II Interest, as
applicable.

                  "INTEREST ACCRUAL PERIOD" means, for any Distribution Date,
with respect to all Classes of Certificates and Interests (other than the
Residual Certificates), the period beginning on the first day of the month
preceding the month in which such Distribution Date occurs and ending on the
last day of the month preceding the month in which such Distribution Date
occurs.

                  "INTEREST RESERVE ACCOUNT" means that Interest Reserve Account
maintained by the Master Servicer pursuant to Section 5.1(a), which account
shall be an Eligible Account.



                                      -29-
<PAGE>



                  "INTEREST RESERVE AMOUNT" has the meaning set forth in Section
5.1(d).

                  "INTEREST RESERVE LOANS" shall mean the Mortgage Loans which
bear interest other than on the basis of a 360-day year consisting of twelve
(12) 30-day months.

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

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

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

                  "JUNIOR INDEBTEDNESS" means any indebtedness of any Mortgagor
that is secured by a lien that is junior in right of payment to the lien of the
Mortgage securing the related Mortgage Note.

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

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

                  "LIQUIDATION EXPENSES" means reasonable and direct expenses
incurred by the Special Servicer on behalf of the Trust in connection with the
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 or
(ii) advanced by the Master Servicer, subject to Section 4.4 and Section 4.6(e)
hereof, as a Servicing Advance.

                  "LIQUIDATION FEE" means a fee equal to the product of (x) 1.0%
and (y) the Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property and any Condemnation
Proceeds received by the Trust; provided, however, that (i) in the case of a
final disposition consisting of the repurchase of a Mortgage Loan or REO
Property by a Seller pursuant to Section 2.3, such fee will only be paid by such
Seller if repurchased after the date that is 180 days after the applicable
Seller receives



                                      -30-
<PAGE>



notice of the breach or defect causing the repurchase and (ii) in the case of an
A/B Mortgage Loan, such fee will not be payable if the holder of the related B
Note, within 15 days after receipt of notice that a Servicing Transfer Event has
occurred with respect to the related A Note or the B Note, exercises its option
to purchase the A Note pursuant to the A/B Mortgage Loan Intercreditor
Agreement; provided, that this clause (ii) shall not be applicable if the holder
of the related B Note has exercised its right to cure three consecutive monetary
defaults under the A/B Mortgage Loan Intercreditor Agreement and a monetary
default occurs in the following month.

                  "LIQUIDATION PROCEEDS" means proceeds from the sale or
liquidation of a Mortgage Loan, Companion Loan or B Note or related REO
Property, net of Liquidation Expenses and any related Advances and interest
thereon (to the extent not otherwise paid pursuant to Section 4.6(c)).

                  "LIQUIDATION REALIZED LOSS" means, with respect to each
Mortgage Loan or REO Property, as the case may be, as to which a Cash
Liquidation or REO Disposition has occurred, an amount equal to the sum, without
duplication, of (A) the Principal Balance of the Mortgage Loan (or deemed
Principal Balance, in the case of an REO Mortgage Loan) as of the date of the
Cash Liquidation or REO Disposition, plus (B) unpaid interest and interest
accrued thereon at the applicable Mortgage Rate, plus (C) any expenses incurred
in connection with such Mortgage Loan that are reimbursable to any Person, other
than amounts previously treated as Expense Losses or included in the definition
of Liquidation Expenses minus the sum of (i) REO Income applied as recoveries of
principal or interest on the related Mortgage Loan or REO Property, and (ii)
Liquidation Proceeds, Late Collections and all other amounts recovered from the
related Mortgagor and received during the Collection Period in which such Cash
Liquidation or REO Disposition occurred and which are not required under any
Intercreditor Agreement to be payable or reimbursable to any holder of a B Note
or Companion Loan. REO Income and Liquidation Proceeds shall be applied first
against any Expense Losses (to the extent not included in the definition of
Liquidation Expenses) for such Mortgage Loan, the unpaid interest on the
Mortgage Loan, calculated as described in clause (B) above, and then against the
Principal Balance of such Mortgage Loan, calculated as described in clause (A)
above.

                  "LOAN PAIR" means a Pari Passu Loan and its Companion Loan,
collectively.

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

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

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



                                      -31-
<PAGE>



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

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

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

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

                  "MAI" means Member of the Appraisal Institute.

                  "MASTER SERVICER" means GMAC Commercial Mortgage Corporation
and its permitted successors or assigns.

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

                  "MASTER SERVICER REMITTANCE REPORT" means a report prepared by
the Master Servicer and in such media as may be agreed upon by the Master
Servicer and the Paying Agent containing such information regarding the Mortgage
Loans as will permit the Paying Agent to calculate the amounts to be distributed
to the Certificateholders pursuant to this Agreement and to furnish the Monthly
Certificateholders Report to Certificateholders required to be delivered
hereunder and containing such additional information as the Master Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.

                  "MASTER SERVICING FEE" means for each calendar month, as to
each Mortgage Loan, Companion Loan and B Note (including REO Mortgage Loans and
Defeasance Loans), an amount equal to the Master Servicing Fee Rate applicable
to such month (determined in the same manner (other than the rate of accrual) as
the applicable Mortgage Rate is determined for such Mortgage Loan, Companion
Loan or B Note for such month) multiplied by the Scheduled Principal Balance of
such Mortgage Loan, Companion Loan or B Note immediately before the Due Date
occurring in such month, subject to reduction in respect of Compensating
Interest, as set forth in Section 8.10(c).

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

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

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

                  "MATURITY DATE" means, with respect to any Mortgage Loan,
Companion Loan or B Note as of any date of determination, the date on which the
last payment of principal is due and payable under the related Mortgage Loan,
Companion Loan or B Note, after taking into account all Principal Prepayments
received and any Deficient Valuation, Debt Service Reduction Amount or
modification of the Mortgage Loan, Companion Loan or B Note occurring prior to



                                      -32-
<PAGE>



such date of determination, but without giving effect to (i) any acceleration of
the principal of such Mortgage Loan, Companion Loan or B Note or (ii) any grace
period permitted by the related Mortgage Loan, Companion Loan or B Note.

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

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

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

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



                                      -33-
<PAGE>



Distribution Date; (viii) the aggregate amount of Principal Prepayments made
during the related Collection Period; (ix) the Pass-Through Rate applicable to
each Class of Certificates for such Distribution Date; (x) the aggregate amount
of the Master Servicing Fee, the Primary Servicing Fee, the Special Servicing
Fee and the Excess Servicing Fees; (xi) the amount of Unpaid Interest and
Realized Losses, if any, incurred with respect to the Mortgage Loans, including
a breakout by type of such Realized Losses; (xii) the aggregate amount of
Servicing Advances and P&I Advances outstanding separately stated that have been
made by the Master Servicer and the Trustee; and (xiii) the amount of any
Appraisal Reductions effected during the related Collection Period on a
loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date. In the case of information furnished pursuant to subclauses
(i), (ii) and (xi) above, the amounts shall be expressed in the aggregate and as
a dollar amount per $1,000 of original principal amount of the Certificates for
all Certificates of each applicable Class.

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

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

                  "MORTGAGE FILE" means the mortgage documents listed below:

                  (i) the original Mortgage Note bearing all intervening
endorsements, endorsed in blank or endorsed "Pay to the order of Wells Fargo
Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ, without recourse,
representation or warranty" or if the original Mortgage Note is not included
therein, then a lost note affidavit with a copy of the Mortgage Note attached
thereto;

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

                  (iii) the originals of all agreements modifying a Money Term
or other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon (which are reflected in the Mortgage Loan
Schedule), or if such original modification, consolidation and extension
agreements have been delivered to the appropriate recording office



                                      -34-
<PAGE>



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

                  (iv) an original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ;"

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

                  (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of Leases, in recordable form, signed by the holder of record in
favor of "Wells Fargo Bank Minnesota, N.A., as Trustee for Morgan Stanley Dean
Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-HQ," which assignment may be effected in the related Assignment of
Mortgage;



                                      -35-
<PAGE>



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

                  (viii) the original Title Insurance Policy or in the event
such original Title Insurance Policy has not been issued, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

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

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

                  (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, any Intercreditor
Agreement, and a copy (that is, not the original) of the mortgage note
evidencing the related Companion Loan and the B Note), if any, related to any
Mortgage Loan;

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



                                      -36-
<PAGE>



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

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

                  (xv) any Environmental Insurance Policy; and

                  (xvi) any affidavit and indemnification agreement.

                  "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage,
and all amendments and modifications thereof, identified on the Mortgage Loan
Schedule, as amended from time to time, and conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.1 or Section
2.3, and Mortgage Loan shall also include any Defeasance Loan and with respect
to (i) any A/B Mortgage Loan, shall include the A-1 Note (but shall not include
the related A-2 Note, A-3 Note or B Note) and (ii) any Loan Pair, shall include
the Pari Passu Loan (but shall not include the related Companion Loan).

                  "MORTGAGE LOAN NO. 1" means the Mortgage Loan designated on
the Mortgage Loan Schedule as Mortgage Loan No. 1 (Woodfield Mall).

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

                  "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain
Mortgage Loan Purchase Agreement between JHREF and the Depositor dated as of
March 20, 2002 with respect to the JHREF 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 MSDWMC and the Depositor dated as of
March 20, 2002 with respect to the MSDWMC Loans, a form of which is attached
hereto as Exhibit K-2.

                  "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means collectively
the schedule attached hereto as Schedule I, which identifies each JHREF Loan,
and the schedule attached hereto as Schedule II, which identifies each MSDWMC
Loan, as such schedules may be amended from time to time pursuant to Section
2.3.

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

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

                  "MORTGAGED PROPERTY" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan and, in the



                                      -37-
<PAGE>



case of an A/B Mortgage Loan, the related B Note and, in the case of a Loan
Pair, the related Companion Loan.

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

                  "MORTGAGOR" means the obligor on a Mortgage Note.

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

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

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

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

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

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

                  "NONDISQUALIFICATION OPINION" means a written Opinion of
Counsel to the effect that a contemplated action will neither cause any REMIC
Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding nor cause a "prohibited transaction," "prohibited contribution" or
any other tax (other than a tax on "net income from foreclosure property"
permitted to be incurred under this Agreement) to be imposed on any REMIC Pool
or the Trust.

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

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

                  "NONRECOVERABLE ADVANCE" means the portion of any Advance
(including interest accrued thereon at the Advance Rate) previously made or
proposed to be made by the Master Servicer, the Trustee or Pacific Life
Insurance Company (or any successor primary servicer for Mortgage Loan No. 1),
as primary servicer with respect to Mortgage Loan No. 1 (or its successors),
that, in its respective sole discretion, exercised in good faith and, with
respect to the Master Servicer, in accordance with the Servicing Standard, will
not be or, in the case of a



                                      -38-
<PAGE>



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, Companion
Loan or B Note or REO Property (in the case of P&I Advances and Servicing
Advances), as evidenced by an Officer's Certificate delivered pursuant to
Section 4.4. Such Officer's Certificate shall be delivered to the Trustee (upon
which the Trustee may conclusively rely) or to the Depositor (if the Trustee is
delivering such Officer's Certificate) and (in either case) to the Special
Servicer and the Paying Agent in the time periods as specified in Section 4.4
and shall include the information and reports set forth in Section 4.4. In
determining whether an Advance with respect to any Mortgage Loan, Companion Loan
or B Note will be recoverable, the Master Servicer, the Trustee, or Pacific Life
Insurance Company (or any successor primary servicer for Mortgage Loan No. 1),
as primary servicer, as applicable, shall take into account amounts that may be
realized on the related Mortgaged Property in its "as is" or then current
condition and occupancy and may also take into account the cashflow that is
expected to be generated thereafter by the Mortgaged Property. Absent bad faith,
the Master Servicer's or Pacific Life Insurance Company's (or any successor
primary servicer for Mortgage Loan No. 1) (in its capacity as primary servicer)
determination as to the recoverability of any Advance shall be conclusive and
binding on the Certificateholders and, in the case of any B Note or Companion
Loan, the holder of the B Note or Companion Loan, as applicable and may, in all
cases, be relied on by the Trustee. It is acknowledged that the Master Servicer
in its application of the nonrecoverability determination may determine in
respect of a Determination Date that a P&I Advance on the A Note is recoverable
but that the P&I Advance on the B Note is not recoverable. Notwithstanding the
foregoing, P&I Advances with respect to the B Note shall be required to be made
only if the B Note is included in a commercial mortgage trust.

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

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

                  "OFFICER'S CERTIFICATE" means (v) in the case of the
Depositor, a certificate signed by one or more of the Chairman of the Board, any
Vice Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (w) in
the case of the Master Servicer and each Special Servicer, any of the officers
referred to above or an employee thereof designated as a Servicing Officer or
Special Servicing Officer pursuant to this Agreement, (x) in the case of the
Trustee, a certificate signed by a Responsible Officer, (y) in the case of a
Seller, a certificate signed by one or more of the Chairman of the Board, any
Vice Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice



                                      -39-
<PAGE>



President and (z) in the case of the Paying Agent, a certificate
signed by a Responsible Officer, each with specific responsibilities for the
matters contemplated by this Agreement.

                  "OPERATING ADVISER" shall have the meaning specified in
Section 9.37(a).

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

                  "OPINION OF COUNSEL" means a written opinion of counsel
addressed to the Trustee and the Paying Agent, reasonably acceptable in form and
substance to the Trustee and the Paying Agent, and who is not in-house counsel
to the party required to deliver such opinion but who, in the good faith
judgment of the Trustee and the Paying Agent, is Independent outside counsel
knowledgeable of the issues occurring in the practice of securitization with
respect to any such opinion of counsel concerning the taxation, or status as a
REMIC for tax purposes, of the Trust or any REMIC Pool.

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

                  "P&I ADVANCE" shall mean, (i) with respect to any Mortgage
Loan, Companion Loan or Specially Serviced Mortgage Loan as to which all or a
portion of the Scheduled Payment (other than a Balloon Payment) due during the
related Collection Period was not received by the Master Servicer as of the
related Determination Date (subject to Section 5.1(h)), the portion of such
Scheduled Payment not received; (ii) with respect to any Balloon Mortgage Loan
and Companion Loan (including any REO Property as to which the related Mortgage
Loan provided for a Balloon Payment) as to which a Balloon Payment was due
during or prior to the related Collection Period but was delinquent, in whole or
in part, as of the related Determination Date, an amount equal to the excess, if
any, of the Assumed Scheduled Payment for such Balloon Mortgage Loan for the
related Collection Period, over any Late Collections received in respect of such
Balloon Payment during such Collection Period; and (iii) with respect to each
REO Property, an amount equal to the excess, if any, of the Assumed Scheduled
Payment for the Mortgage Loan or Companion Loan related to such REO Property
during the related Collection Period, over remittances of REO Income (or, in the
case of a Pari Passu Loan or Companion Loan, the portion thereof allocable to
such Pari Passu Loan or Companion Loan under the applicable Intercreditor
Agreement and Section 1.6 of this Agreement) to the Master Servicer by the
Special Servicer, reduced by any amounts required to be paid as taxes on such
REO Income (including taxes imposed pursuant to Section 860G(c) of the Code);
provided, however, that the interest portion of any Scheduled Payment or Assumed
Scheduled Payment shall be advanced at a per annum rate equal to the sum of the
REMIC I Net Mortgage Rate relating to such Mortgage Loan, Companion Loan or REO
Mortgage Loan and the Trustee Fee Rate, such that the Scheduled Payment or
Assumed Scheduled Payment to be advanced as a P&I Advance shall be net of the
Master Servicing Fee, the Excess Servicing Fee and the Primary Servicing Fees;
and provided, further, that the Scheduled Payment or Assumed Scheduled Payment
for any Mortgage Loan which has been modified shall be calculated based on its
terms as modified and provided, further, that the amount of any P&I Advance with
respect to a Mortgage Loan (or a Pari Passu



                                      -40-
<PAGE>




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

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

                  "PARI PASSU LOAN" means the A-1 Note, which is secured by the
Pari Passu Mortgage on a pari passu basis with the Companion Loan. The Pari
Passu Loan is a "Mortgage Loan."

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

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

                  "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect
to any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the X Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, the Pass-Through Rates for (i) the REMIC
I Regular Interests shall equal the REMIC I Net Mortgage Rate on the related
Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular Interests
shall equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (iii) the Class A-1, Class A-2, Class A-3, Class B and Class C, the fixed
rate corresponding to such Class set forth in the Preliminary Statement hereto,
(iv) the Class D Certificates shall equal the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date less 0.60%, (v) the Class E
Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date less 0.33%, (vi) the Class F Certificates shall equal the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date less 0.26,
(vii) the Class G Certificates shall equal the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date, (viii) the Class H, Class J, Class K,
Class L, Class M, Class N and Class O Certificates shall equal the lesser of (A)
the fixed rate corresponding to such Class set forth in the Preliminary
Statement hereto and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vi) the Class X-1 Certificates, the per annum rate equal to
the product of the Accrued Certificate Interest thereon



                                      -41-
<PAGE>




for such Distribution Date and 12, divided by the Class X-1 Notional Amount and
(vii) the Class X-2 Certificates, the per annum rate equal to the product of the
Accrued Certificate Interest thereon for such Distribution Date and 12, divided
by the Class X-2 Notional Amount. The Pass-Through Rate for the Class A-2A
Component and the Class A-2B Component shall equal the Pass-Through Rate of the
Class A-2 Certificates. The Pass-Through Rate for the Class A-3A Component and
the Class A-3B Component shall equal the Pass-Through Rate of the Class A-3
Certificates.

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

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

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

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

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

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

                  "PLACEMENT AGENT" means Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co. and Salomon Smith Barney Inc. or their respective successor
in interest.

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

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

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



                                      -42-
<PAGE>




                  "PREPAYMENT INTEREST EXCESS" means for any Distribution Date
and the related Collection Period, during which a full or partial Principal
Prepayment (including payment of a Balloon Payment other than in connection with
the foreclosure or liquidation of a Mortgage Loan) is made after the Due Date
for such Mortgage Loan through and including the last day of the Collection
Period, the amount of interest that accrues on the amount of such Principal
Prepayment from such Due Date to the date such payment was made, plus (if made)
any payment by the Mortgagor of interest that would have accrued to the next
succeeding Due Date (net of the Master Servicing Fee, the Primary Servicing
Fees, the Excess Servicing Fees, the Special Servicing Fee and the Trustee Fee),
to the extent collected.

                  "PREPAYMENT INTEREST SHORTFALL" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period
(including any shortfall resulting from such a payment during the grace period
relating to such Due Date). The amount of any Prepayment Interest Shortfall
shall equal the excess of (A) the aggregate amount of interest which would have
accrued on the Scheduled Principal Balance of such Mortgage Loan if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment
had not been made (net of the Master Servicing Fee, the Primary Servicing Fees,
the Excess Servicing Fees, the Special Servicing Fee and the Trustee Fee) over
(B) the aggregate interest that did so accrue through the date such payment was
made (net of such fees).

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

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

                  "PRIMARY SERVICER" means JHREF and its respective permitted
successors and assigns.

                  "PRIMARY SERVICING AGREEMENT" means, with respect to the
Primary Servicer, the agreement between such Primary Servicer and the Master
Servicer, dated as of March 1, 2002, a form of which is attached hereto as
Exhibit G-1, under which such Primary Servicer services the Mortgage Loans set
forth on the schedule attached thereto.

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



                                      -43-
<PAGE>




                  "PRIMARY SERVICING FEE RATE" means, the monthly fee payable to
the Primary Servicer (or the Master Servicer, as applicable) based on the per
annum rate specified on the Mortgage Loan Schedule, as more specifically
described, in the case of the Primary Servicer, in the 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,
Companion Loan, B Note or REO Mortgage Loan, for purposes of performing
calculations with respect to any Distribution Date, the principal balance of
such Mortgage Loan, Companion Loan, B Note or the related REO Mortgage Loan
outstanding as of the Cut-Off Date after taking into account all principal and
interest payments made or due prior to the Cut-Off Date (assuming, for any
Mortgage Loan, Companion Loan or B Note with a Due Date in March, 2002 that is
not March 1, 2002, that principal and interest payments for such month were paid
on March 1, 2002), reduced (to not less than zero) by (i) any payments or other
collections of amounts allocable to principal on such Mortgage Loan, Companion
Loan, B Note or related REO Mortgage Loan that have been collected or received
during any preceding Collection Period, other than any Scheduled Payments due in
any subsequent Collection Period, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan
during any related Collection Period.

                  "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates.

                  "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution
Date, the sum of the following amounts: (i) the principal portion of all
Scheduled Payments (other than the principal portion of Balloon Payments) and
any Assumed Scheduled Payments, in each case, to the extent received or
advanced, as the case may be, in respect of the Mortgage Loans and any REO
Mortgage Loans (but not in respect of any Companion Loan or B Note or its
successor REO Mortgage Loan) for their respective Due Dates occurring during the
related Collection Period; (ii) all payments (including Principal Prepayments
and the principal portion of Balloon Payments but not in respect of any B Note
or its respective successor REO Mortgage Loan) and any other collections
(including Liquidation Proceeds (other than the portion thereof, if any,
constituting Excess Liquidation Proceeds), Condemnation Proceeds, Insurance
Proceeds, Purchase Proceeds and REO Income) received on or in respect of the
Mortgage Loans during the related Collection Period and that were identified and
applied by the Master Servicer as recoveries of principal thereof.

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



                                      -44-
<PAGE>




                  "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement
Memorandum dated March 20, 2002, pursuant to which the Class X-1, Class X-2,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N and Class O Certificates will be offered for sale.

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

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

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

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

                  "QUALIFIED INSTITUTIONAL BUYER" means a qualified
institutional buyer qualifying pursuant to Rule 144A.




                                      -45-
<PAGE>



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

                  "QUALIFYING SUBSTITUTE MORTGAGE LOAN" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of the Principal Balance of the Deleted Mortgage
Loan; provided, however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,
then such differential in principal amount, together with interest thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to which
interest was last paid through the last day of the month in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Master Servicer for deposit into the Certificate Account, and shall be
treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate
of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a
remaining term to stated maturity not greater than, and not more than two years
less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value
Ratio not higher than that of the Deleted Mortgage Loan and a current
Loan-to-Value Ratio (equal to the outstanding principal balance on the date of
substitution divided by its current Appraised Value) not higher than the current
Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service
Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio
of the Deleted Mortgage Loan; (v) will comply with all of the representations
and warranties relating to Mortgage Loans set forth herein, as of the date of
substitution; (vi) has a Phase I Environmental Report relating to the related
Mortgaged Property in its Mortgage Files and such Phase I Environmental Report
does not, in the good faith reasonable judgment of the Special Servicer,
consistent with the Servicing Standard raise material issues that have not been
adequately addressed; (vii) has an engineering report relating to the related
Mortgaged Property in its Mortgage Files and such engineering report does not,
in the good faith reasonable judgment of the Special Servicer, consistent with
the Servicing Standard raise material issues that have not been adequately
addressed; and (viii) as to which the Trustee and the Paying Agent have received
an Opinion of Counsel, at the related Seller's expense, that such Mortgage Loan
is a "qualified replacement mortgage" within the meaning of Section 860G(a)(4)
of the Code; provided that no Mortgage Loan may have a Maturity Date after the
date three years prior to the Rated Final Distribution Date, and provided,
further, that no such Mortgage Loan shall be




                                      -46-
<PAGE>



substituted for a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained, and provided, further that no such Mortgage Loan shall be substituted
for a Deleted Mortgage Loan unless the Operating Adviser shall have approved of
such substitution (provided, however, that such approval of the Operating
Adviser may not be unreasonably withheld). In the event that either one mortgage
loan is substituted for more than one Deleted Mortgage Loan or more than one
mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A)
the Principal Balance referred to in clause (i) above shall be determined on the
basis of aggregate Principal Balances and (B) the rates referred to in clause
(ii) above and the remaining term to stated maturity referred to in clause (iii)
above shall be determined on a weighted average basis. Whenever a Qualifying
Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to
this Agreement, the party effecting such substitution shall certify that such
Mortgage Loan meets all of the requirements of this definition and shall send
such certification to the Paying Agent, which shall deliver a copy of such
certification to the Special Servicer, the Trustee and the Operating Adviser
promptly, and in any event within five Business Days following the Paying
Agent's receipt of such certification.

                  "RATED FINAL DISTRIBUTION DATE" means with respect to each
rated Class of Certificates, the Distribution Date in April 2034.

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

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

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

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

                  "REALIZED PRINCIPAL LOSS" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the amount of such
Realized Loss, to the extent that it does not exceed the Principal Balance of
the Mortgage Loan (or deemed Principal Balance, in the case of REO Property),
(ii) in the case of a Modification Loss, the amount of such Modification Loss
described in clause (i) of the definition thereof, (iii) in the case of a
Bankruptcy Loss, the portion




                                      -47-
<PAGE>



of such Realized Loss attributable to the reduction in the Principal Balance of
the related Mortgage Loan, and (iv) in the case of an Expense Loss, the portion
thereof not treated as a Realized Interest Loss. Notwithstanding clause (iv) of
the preceding sentence, to the extent that Expense Losses (exclusive of Expense
Losses resulting from payment of the Special Servicing Fee) exceed amounts with
respect to the Mortgage Loans that were identified as allocable to principal,
such excess shall be treated as a Realized Interest Loss.

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

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

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

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

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

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

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

                  "REHABILITATED MORTGAGE LOAN" means any Specially Serviced
Mortgage Loan with respect to which (i) three consecutive Scheduled Payments
have been made (in the case of any such Mortgage Loan, Companion Loan or B Note
that was modified, based on the modified terms), or a complete defeasance shall
have occurred, (ii) no other Servicing Transfer Event has occurred and is
continuing (or with respect to determining whether a Required Appraisal Loan is
a Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other
Appraisal Event has occurred and is continuing) and (iii) the Trust has been
reimbursed for all costs incurred as a result of the occurrence of a Servicing
Transfer Event or such amounts have been forgiven. An A Note shall not
constitute a Rehabilitated Mortgage Loan unless its related B Note would
constitute a Rehabilitated Mortgage Loan. A B Note shall not constitute a
Rehabilitated Mortgage Loan unless its related A Note also would constitute a
Rehabilitated Mortgage Loan. A Pari Passu Loan shall not constitute a
Rehabilitated Mortgage Loan unless its related Companion Loan would constitute a
Rehabilitated Mortgage Loan. A Companion Loan shall not constitute a
Rehabilitated Mortgage Loan unless its related Pari Passu Loan also would
constitute a Rehabilitated Mortgage Loan.




                                      -48-
<PAGE>



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

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

                  "REMIC I" means the segregated pool of assets consisting of
the Mortgage Loans (other than any Excess Interest payable thereon), such
amounts as shall from time to time be held in the Certificate Account and the
Distribution Account (other than the portion thereof constituting the Excess
Interest Sub-account), the Insurance Policies (other than the interests of the
holder of any Companion Loan or B Note therein) and any REO Properties (other
than the interests of the holder of any Companion Loan or B Note therein), for
which a REMIC election has been made pursuant to Section 12.1(a) hereof. Excess
Interest on the Mortgage Loans and the Excess Interest Sub-account shall
constitute assets of the Trust but shall not be a part of any REMIC Pool formed
hereunder. No B Note or any amounts payable thereon shall constitute an asset of
the Trust or any REMIC Pool formed hereunder and no Companion Loan or any
amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool
formed hereunder.

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

                  "REMIC I NET MORTGAGE RATE" means, with respect to any
Distribution Date, as to any REMIC I Regular Interest, a rate per annum equal
(a) with respect to any Mortgage Loan that accrues interest on the basis of a
360-day year consisting of twelve (12) 30-day months ("30/360 basis"), (i) the
Mortgage Rate thereof (without taking into account any increase therein after
the Anticipated Repayment Date in respect of an ARD Loan or any default interest
rate) as of the Cut-Off Date and without regard to any modification, waiver or
amendment of the terms thereof following the Cut-Off Date, minus (ii) the
Administrative Cost Rate, and (b) with respect to any Mortgage Loan that accrues
interest on a basis other than a 30/360 basis, the annualized rate that, when
applied to the Principal Balance of the related Mortgage Loan (on the day prior
to the Due Date preceding such Distribution Date) on a 30/360 basis for the
related loan accrual period, yields the amount of net interest that would have
accrued during the related loan accrual period assuming a net interest rate
equal to the rate described in clause (a) above, and assuming an interest
accrual basis that is the same as the actual interest accrual basis of such
Mortgage Loan, provided that for purposes of this clause (b), (i) the REMIC I
Net Mortgage Rate for the loan accrual period relating to the Due Dates in both
January and February in any year that is not a leap year and in February in any
year that is a leap year, shall be determined net of any amounts transferred to
the Interest Reserve Account and (ii) the REMIC I Net Mortgage Rate for the loan
accrual period relating to the Due Date in March shall be determined taking into
account the addition of any amounts withdrawn from the Interest Reserve Account.

                  "REMIC I REGULAR INTERESTS" means, collectively, the
uncertificated interests designated as "regular interests" in REMIC I, which
shall consist of, with respect to each Mortgage Loan, an interest having an
initial Certificate Balance equal to the Cut-Off Date Scheduled Principal
Balance of such Mortgage Loan, and which has a Pass-Through Rate equal to the
REMIC I Net Mortgage Rate of such Mortgage Loan.




                                      -49-
<PAGE>



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

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

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

                  "REMIC II REGULAR INTEREST A-2A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $25,000,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST A-2B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $155,000,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST A-3A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $65,674,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST A-3B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $298,000,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

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

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

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

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




                                      -50-
<PAGE>



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

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

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

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

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

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

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

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

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

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




                                      -51-
<PAGE>



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

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

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

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

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

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

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

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

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

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




                                      -52-
<PAGE>



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

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

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

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

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

                  "REPURCHASED LOAN" has the meaning set forth in Section 2.3(a)
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 or B Note as
to which an Appraisal Event has occurred. A Mortgage Loan or B Note will cease
to be a Required Appraisal Loan at such time as it is a Rehabilitated Mortgage
Loan.

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

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

                  "RESPONSIBLE OFFICER" means, when used with respect to the
initial Trustee, 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.




                                      -53-
<PAGE>



                  "RESTRICTED SERVICER REPORTS" means the following reports in
CMSA format (as in effect on the date hereof or as such formats may be changed
from time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit W prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and
REO Properties)): (i) a Comparative Financial Status Report; (ii) without
duplication with Section 8.14, an NOI Adjustment Worksheet; (iii) without
duplication with Section 8.14, an Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a Servicer Watch List, (v) a Property File and (vi)
without duplication with Section 8.14, a Financial File.

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

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

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

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

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

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

                  "SELLER" means JHREF or MSDWMC as the case may be.

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

                  "SERVICER ERRORS AND OMISSIONS INSURANCE POLICY" or "ERRORS
AND OMISSIONS INSURANCE POLICY" means an errors and omissions insurance policy
maintained by the Master Servicer, the Special Servicer, the Trustee or the
Paying Agent, as the case may be, in accordance with Section 8.2, Section 9.2
and Section 7.17, respectively.




                                      -54-
<PAGE>



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

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

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

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

                  "SERVICING STANDARD" means, with respect to the Master
Servicer or each Special Servicer, as the case may be, to service and administer
the Mortgage Loans (and any Companion Loan and B Note) that it is obligated to
service and administer pursuant to this Agreement on behalf of the Trustee and
in the best interests of and for the benefit of the Certificateholders (and in
the case of any Companion Loan or B Note, the related holder of the Companion
Loan or B Note, as applicable) (as determined by the Master Servicer or the
Special Servicer, as the case may be, in its good faith and reasonable
judgment), in accordance with applicable law, the terms of this Agreement and
the terms of the respective Mortgage Loans, any Companion Loan and any B Note
(and, in the case of any Loan Pair, A Note and B Note, the related Intercreditor
Agreement) and, to the extent consistent with the foregoing, further as follows:

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




                                      -55-
<PAGE>



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

                  "SERVICING TRANSFER EVENT" means the occurrence of any of the
following events: (i) any Mortgage Loan, Companion Loan or B Note as to which a
Balloon Payment is past due, and the Master Servicer has determined, in its good
faith reasonable judgment in accordance with the Servicing Standard, that
payment is unlikely to be made on or before the 60th day succeeding the date the
Balloon Payment was due, or any other payment is more than 60 days past due or
has not been made on or before the second Due Date following the Due Date such
payment was due; (ii) any Mortgage Loan, Companion Loan or B Note as to which,
to the Master Servicer's knowledge, the Mortgagor has consented to the
appointment of a receiver or conservator in any insolvency or similar proceeding
of, or relating to, such Mortgagor or to all or substantially all of its
property, or the Mortgagor has become the subject of a decree or order issued
under a bankruptcy, insolvency or similar law and such decree or order shall
have remained undischarged or unstayed for a period of 30 days; (iii) any
Mortgage Loan, Companion Loan or B Note as to which the Master Servicer shall
have received notice of the foreclosure or proposed foreclosure of any other
lien on the Mortgaged Property; (iv) any Mortgage Loan, Companion Loan or B Note
as to which the Master Servicer has knowledge of a default (other than a failure
by the related Mortgagor to pay principal or interest) which in the good faith
reasonable judgment of the Master Servicer materially and adversely affects the
interests of the Certificateholders or the holder of any related Companion Loan
or B Note and which has occurred and remains unremedied for the applicable grace
period specified in such Mortgage Loan (or, if no grace period is specified, 60
days); (v) any Mortgage Loan, Companion Loan or B Note as to which the Mortgagor
admits in writing its inability to pay its debts generally as they become due,
files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors or
voluntarily suspends payment of its obligations; (vi) any Mortgage Loan,
Companion Loan or B Note as to which, in the good faith reasonable judgment of
the Master Servicer, (a) (other than with respect to any A/B




                                      -56-
<PAGE>



Mortgage Loan) a payment default is imminent or is likely to occur within 60
days, or (b) any other default is imminent or is likely to occur within 60 days
and such default, in the judgment of the Master Servicer, is reasonably likely
to materially and adversely affect the interests of the Certificateholders or
the holder of any related Companion Loan or B Note (as the case may be); and
(vii) with respect to any A/B Mortgage Loan, if the holder of the B Note chooses
not to cure a monetary default that is permitted to be cured under the A/B
Mortgage Loan Intercreditor Agreement, the Business Day following the expiration
of the Cure Period (as defined below) of the holder of the B Note that commences
one month after such monetary default; provided, however, that (1) if the holder
of the B Note exercised its right to cure a monetary default and a monetary
default occurs in the following month due to the holder of the B Note's failure
to cure, then servicing of such Mortgage Loan shall be transferred to the
related Special Servicer on the Business Day following the expiration of the
Cure Period (as defined in the A/B Mortgage Loan Intercreditor Agreement) of the
holder of the B Note if the holder of the B Note does not cure the current
monetary default or (2) if the holder of the B Note has exercised its right to
cure three consecutive monetary defaults and a monetary default occurs in the
following month, then servicing of such Mortgage Loan shall be transferred to
the related Special Servicer at the expiration of the Mortgagor's grace period
for the current monetary default. If a Servicing Transfer Event occurs with
respect to an A Note, it shall be deemed to have occurred also with respect to
its related B Note. If a Servicing Transfer Event occurs with respect to a B
Note, it shall be deemed to have occurred also with respect to its related A
Note. However, if a Servicing Transfer Event has not occurred with respect to an
A Note solely due to the holder of the related B Note exercising its cure rights
under the related A/B Mortgage Loan Intercreditor Agreement, then a Servicing
Transfer Event will not occur with respect to such B Note. If a Servicing
Transfer Event occurs with respect to a Pari Passu Loan, it shall be deemed to
have occurred also with respect to its related Companion Loan. If a Servicing
Transfer Event occurs with respect to any Companion Loan, it shall be deemed to
have occurred also with respect to its related Pari Passu Loan. With respect to
the A/B Mortgage Loan, "Cure Period" means the ten days after the expiration of
the applicable borrower's grace period.

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

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




                                      -57-
<PAGE>



                  "SPECIAL SERVICER" means GMAC Commercial Mortgage Corporation
with respect to all of the Mortgage Loans other than Mortgage Loan No. 1, and
Pacific Life Insurance Company solely with respect to Mortgage Loan No. 1, or
any successor Special Servicer to either entity, as applicable, as herein
provided.

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

                  "SPECIAL SERVICER REMITTANCE DATE" means the Business Day
preceding each Determination Date.

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

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

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

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




                                      -58-
<PAGE>



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

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

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

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

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

                  "TAX MATTERS PERSON" means the person designated as the "tax
matters person" of each REMIC Pool pursuant to Treasury Regulations Section
1.860F-4(d) and Temporary Treasury Regulations Section 301.6231(a)(7)-1T.

                  "TERMINATION PRICE" has the meaning set forth in Section
10.1(b) herein.

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

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

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

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

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

                  "TRUSTEE" means Wells Fargo Bank Minnesota, 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.




                                      -59-
<PAGE>



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

                  "TRUSTEE FEE RATE" means 0.0027% per annum (which includes the
Paying Agent Fee).

                  "TRUSTEE MORTGAGE FILE" means the mortgage documents listed in
the definition of Mortgage File hereof pertaining to a particular Mortgage Loan
(and, if applicable, the related Companion Loan and B Note) and any additional
documents required to be added to the Mortgage File pursuant to this Agreement;
provided that whenever the term "Trustee Mortgage File" is used to refer to
documents actually received by the Trustee or a Custodian on its behalf, such
terms shall not be deemed to include such documents required to be included
therein unless they are actually so received.

                  "UNDERWRITER" means each of Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co. and Salomon Smith Barney Inc. or their 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




                                      -60-
<PAGE>



Act and any other similar international organizations, and their agencies,
affiliates and pension plans.

                  "UNITED STATES TAX PERSON" means any of (i) a citizen or
resident of the United States, (ii) corporation or partnership organized in or
under the laws of the United States or any political subdivision thereof, (iii)
an estate the income of which is includible in gross income for United States
tax purposes, regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more United States Tax Persons has the authority to
control all substantial decisions of such trust.

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

                  "UNRESTRICTED SERVICER REPORTS" means the following reports in
CMSA format (as in effect on the date hereof or as such formats may be changed
from time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit X prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgaged Loans and
REO Properties)): (a) the following electronic files; (i) a Loan Set-Up File
(with respect to the initial Distribution Date only); and (ii) a Loan Periodic
Update File; and (b) the following supplemental reports: (i) a Delinquent Loan
Status Report, (ii) an Historical Loan Modification Report, (iii) an Historical
Liquidation Report, and (iv) an REO Status Report.

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

                  "WEIGHTED AVERAGE REMIC I NET MORTGAGE RATE" means, with
respect to any Distribution Date, the weighted average of the REMIC I Net
Mortgage Rates for the REMIC I Regular Interests, weighted on the basis of their
respective Certificate Balances as of the close of business on the preceding
Distribution Date.

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


                  SECTION 1.2 CALCULATIONS RESPECTING MORTGAGE LOANS. (a)
Calculations required to be made by the Paying Agent pursuant to this Agreement
with respect to any Mortgage Loan, Companion Loan or B Note shall be made based
upon current information as to the terms of the Mortgage Loans, Companion Loan
and B Note and reports of payments received from the Master Servicer on such
Mortgage Loans, Companion Loan and B Note and payments to be made to the Paying
Agent as supplied to the Paying Agent by the Master Servicer. The Paying Agent
shall not be required to recompute, verify or recalculate the information
supplied




                                      -61-
<PAGE>



to it by the Master Servicer and may conclusively rely upon such information in
making such calculations. If, however, a Responsible Officer of the Paying Agent
has actual knowledge of an error in the calculations, the Paying Agent shall
inform the Master Servicer of such error.

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

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

                  SECTION 1.4 INTERPRETATION.

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

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

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

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



                                      -62-
<PAGE>



                  (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.

                  (f) References in the Agreement to a "Special Servicer" shall
be to GMAC Commercial Mortgage Corporation with respect to all of the Mortgage
Loans other than Mortgage Loan No. 1 and Pacific Life Insurance Company with
respect to Mortgage Loan No. 1, as applicable, unless otherwise specified.
Certain of the provisions in this Agreement make explicit reference to their
applicability to a particular Special Servicer; notwithstanding such explicit
references, references to "Special Servicer" contained in this Agreement, unless
otherwise specified, shall be construed to refer to GMAC Commercial Mortgage
Corporation or Pacific Life Insurance Company, as applicable, and in each case
its permitted successors and assigns.

                  SECTION 1.5 ARD LOANS. Notwithstanding any provision of this
Agreement:

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

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

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

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

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



                                      -63-
<PAGE>



                  SECTION 1.6 CERTAIN MATTERS WITH RESPECT TO LOAN PAIRS AND A/B
MORTGAGE LOANS.

                  (a) The parties hereto acknowledge that, pursuant to Section
2.2.2 of the A/B Mortgage Loan Intercreditor Agreement, if the A-1 Note is no
longer part of the Trust Fund, the new holder of the A-1 Note shall negotiate
one or more new servicing agreements with the Master Servicer (or at the request
of the holder of the B Note, Pacific Life Insurance Company), provided that,
prior to entering into any such new servicing agreement, the new holder of the
A-1 Note shall obtain and provide to the holder of the B Note written
confirmation from each rating agency then rating any securitization relating to
the B Note providing that such new servicing agreement will not result in the
downgrade, qualification or withdrawal of its then-current ratings of any
securities issued in such securitization; provided, that prior to such time the
Master Servicer, the related Special Servicer and Pacific Life Insurance Company
(or any successor primary servicer for Mortgage Loan No. 1), as primary
servicer, shall continue to service the A/B Mortgage Loan to the extent provided
in Section 2.2.3 of the A/B Mortgage Loan Intercreditor Agreement.

                  (b) For the avoidance of doubt, and subject to subsection (a)
above, the parties acknowledge that the rights and duties of each of the Master
Servicer and Pacific Life Insurance Company, as special servicer, under Article
VIII and Article IX and the obligation of the Master Servicer to make Advances,
insofar as such rights, duties and obligations relate to any A/B Mortgage Loan
(including both the related A Note and the related B Note) or any Loan Pair
(including both the related Pari Passu Loan and the related Companion Loan),
shall terminate upon the earliest to occur of the following with respect to such
A/B Mortgage Loan or Loan Pair, as the case may be: (i) any repurchase of or
substitution for the related A Note or Pari Passu Loan by the Seller of such A/B
Mortgage Loan or Loan Pair, as the case may be, pursuant to Section 2.3, (ii)
any purchase of the related A Note by the owner of the related B Note pursuant
to the terms of the related A/B Mortgage Loan Intercreditor Agreement and (iii)
any payment in full of any and all amounts due (or deemed due) under the related
A Note or Pari Passu Loan (or its successor REO Mortgage Loan) (including
amounts to which the holder of such A Note or Pari Passu Loan is entitled under
the related Intercreditor Agreement); provided, however, that this statement
shall not limit (A) the duty of the Master Servicer or such Special Servicer to
deliver or make available the reports otherwise required of it hereunder with
respect to the Collection Period in which such event occurs or (B) the rights of
the Master Servicer or such Special Servicer that may otherwise accrue or arise
in connection with the performance of its duties hereunder with respect to such
A/B Mortgage Loan or Loan Pair prior to the date on which such event occurs.

                  (c) In connection with any purchase described in clause (ii)
of subsection (b) or an event described in clause (iii) of subsection (b), the
Trustee, the Master Servicer and the Special Servicer shall each tender to (in
the case of a purchase under such clause (ii)) the related purchaser (provided
that the related purchaser shall have paid the full amount of the applicable
purchase price) or (in the case of such clause (iii)) to the holder of the
related Companion Loan or B Note (if then still outstanding), upon delivery to
them of a receipt executed by such purchaser or holder, all portions of the
Mortgage File and other documents pertaining to such Loan Pair or A/B Mortgage
Loan, as applicable, possessed by it, and each document that constitutes a part
of the Mortgage File shall be endorsed or assigned to the extent necessary or



                                      -64-
<PAGE>



appropriate to such purchaser or holder (or the designee of such purchaser or
holder) in the same manner, and pursuant to appropriate forms of assignment,
substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the related Seller, but in any event,
without recourse, representation or warranty; provided that such tender by the
Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release. The Master Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser or such holder any
deposits then held in an Escrow Account relating to the applicable Loan Pair or
A/B Mortgage Loan, as applicable. If a Pari Passu Loan and the related Companion
Loan or an A Note and a B Note under the applicable Mortgage Loan are then REO
Mortgage Loans, then the Special Servicer shall, and is also hereby authorized
and empowered by the Trustee to, convey to such purchaser or such holder, in
each case, to the extent not needed to pay or reimburse the Master Servicer, the
Special Servicer or the Trustee in accordance with this Agreement, deposits then
held in the REO Account insofar as they relate to the related REO Property.

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

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

                  SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

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



                                      -65-
<PAGE>



                  (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, the Master
Servicer or the Special Servicer shall be liable for any failure by any Seller
or the Depositor to comply with the document delivery requirements of the
Mortgage Loan Purchase Agreements and this Section 2.1(b).

                  (c) The applicable Seller shall, at its expense as to each
Mortgage Loan, promptly (and in any event within 45 days following the receipt
thereof) cause to be submitted for recording or filing, as the case may be, in
the appropriate public office for real property records or UCC financing
statements, as appropriate, each assignment to the Trustee referred to in
clauses (iv), (vi)(B) and (ix)(B) of the definition of "Mortgage File". Each
such assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording or filing; provided that in those
instances where the public recording office retains the original Assignment of
Mortgage, assignment of Assignment of Leases or assignment of UCC financing
statements, the applicable Seller shall obtain therefrom a certified copy of the
recorded original. The applicable Seller shall forward copies thereof to the
Trustee and the Special Servicer. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase
Agreement, promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the applicable Seller shall
upon receipt thereof cause the same to be duly recorded or filed, as
appropriate.

                  The parties acknowledge the obligation of each Seller pursuant
to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the
Trustee, on or before the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached as Exhibit C to
the Primary Servicing Agreement in favor of the Trustee and the Special Servicer
to empower the Trustee and, in the event of the failure or incapacity of the
Trustee, the Special Servicer, to submit for recording, at the expense of the
applicable Seller, any mortgage loan documents required to be recorded as
described in the preceding paragraph and any intervening assignments with
evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the
Trustee). The Sellers agree to reasonably cooperate with the Trustee and the
Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The Trustee and each other party hereto agrees that no such power
of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any party hereto except that to the extent that the absence of
a document described in the second preceding sentence with respect to such
Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180
days following the delivery of notice of such absence to the related Seller, but
in no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage



                                      -66-
<PAGE>



Loan. The Trustee shall submit such documents for recording, at the related
Seller's expense, after the periods set forth above provided, however, the
Trustee shall not submit such assignments for recording if the applicable Seller
produces evidence that it has sent any such assignment for recording and
certifies that it is awaiting its return from the applicable recording office.

                  (d) All relevant servicing or loan documents and records in
the possession of the Depositor or the Sellers that relate to the Mortgage
Loans, Companion Loan or B Note and that are not required to be a part of a
Mortgage File in accordance with the definition thereof shall be delivered to
the Master Servicer or the Primary Servicer (with a copy to the Master Servicer)
on its behalf, on or before the date that is 45 days following the Closing Date
and shall be held by the Master Servicer or Primary Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Depositor shall
deliver or cause the related Seller to deliver to the Special Servicer a copy of
each Mortgage File to the extent that (i) such copy has not previously been
delivered to the Special Servicer and (ii) the Special Servicer requests (in
writing) such copy within 180 days following the Closing Date. The Depositor
shall deliver or cause the related Seller to deliver such copy within a
reasonable period following such request by the Special Servicer. To the extent
delivered to the Master Servicer or related Primary Servicer by the related
Seller, the Servicer Mortgage File, will include, to the extent required to be
(and actually) delivered to the applicable Seller pursuant to the applicable
Mortgage Loan documents, copies of the following items: the Mortgage Note, any
Mortgage, the Assignment of Leases and the Assignment of Mortgage, any
guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates (as applicable), the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Mortgagor/sponsor and any guarantors, any letters of credit,
any intercreditor agreement and any Environmental Insurance Policies. None of
the 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 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
JHREF Loans from JHREF and the MSDWMC Loans from MSDWMC. The Depositor will
deliver the original Mortgage Notes (or lost note affidavits with copies of the
related Mortgage Notes, as described in the definition of Mortgage File)
relating to the JHREF Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. The Depositor will
deliver the original Mortgage Notes (or lost note affidavits with copies of the
related Mortgage Notes, as described in the definition of Mortgage File)
relating to the MSDWMC Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. To avoid the



                                      -67-
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unnecessary expense and administrative inconvenience associated with the
execution and recording of multiple assignment documents, JHREF and MSDWMC, as
applicable, are required under the Mortgage Loan Purchase Agreements to deliver
Assignments of Mortgages and assignments of Assignments of Leases and
assignments of UCC financing statements naming the Trustee, on behalf of the
Certificateholders, as assignee. Notwithstanding the fact that the assignments
shall name the Trustee, on behalf of the Certificateholders, as the assignee,
the parties hereto acknowledge and agree that for all purposes the JHREF Loans
shall be deemed to have been transferred from JHREF to the Depositor and the
MSDWMC Loans shall be deemed to have been transferred from MSDWMC to the
Depositor, and all Mortgage Loans shall be deemed to have been transferred from
the Depositor to the Trustee on behalf of the Certificateholders.

                  SECTION 2.2 ACCEPTANCE BY TRUSTEE. The Trustee will hold (i)
the documents constituting a part of the Mortgage Files delivered to it (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders. To the extent that the contents of the Mortgage File for any
A-1 Note relate to the corresponding B Note, the Trustee, or the Custodian on
the Trustee's behalf, will also hold such Mortgage File in trust for the benefit
of the holder of the related B Note. To the extent that the contents of the
Mortgage File for any Pari Passu Loan relate to the corresponding Companion
Loan, the Trustee, or the Custodian, on the Trustee's behalf, will also hold
such Mortgage File in trust for the benefit of the holder of the related
Companion Loan.

                  On the Closing Date in respect of the Initial Certification,
and within 75 days after the Closing Date in respect of the Final Certification,
the Trustee shall examine the Mortgage Files in its possession, and shall
deliver to the Depositor, the Sellers, the Master Servicer, the Special Servicer
and the Operating Adviser a certification (the "Initial Certification" and the
"Final Certification", respectively, in the respective forms set forth as
Exhibit B-1 and Exhibit B-2 hereto), which may be in electronic format (i) in
the case of the Initial Certification, as to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as may be specified in the schedule of exceptions
attached thereto, to the effect that: (A) all documents pursuant to clause (i)
of the definition of Mortgage File are in its possession, (B) such documents
have been reviewed by it and have not been materially mutilated, damaged,
defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in
clause (i) of the definition of Mortgage File, and (ii) in the case of the Final
Certification, as to each Mortgage Loan listed in the Mortgage Loan Schedule,
except as may be specified in the schedule of exceptions attached thereto, to
the effect that: (A) all documents pursuant to clauses (i), (ii), (iv), (v),
(vi), (viii), (x) and (xii) of the definition of Mortgage File required to be
included in the Mortgage File, and with respect to all documents specified in
the other clauses of the definition of Mortgage File to the extent known by a
Responsible Officer of the Trustee to be required pursuant to this Agreement,
are in its possession, (B) such documents have been reviewed by it and have not
been materially mutilated, damaged, defaced, torn or otherwise physically
altered, and such documents relate to such Mortgage Loan, and (C) each Mortgage
Note has been endorsed. Notwithstanding the foregoing, the delivery of a
commitment to issue a Title Insurance Policy in lieu of the delivery of the
actual Title Insurance Policy shall not be considered a Material Document Defect
with respect to any Mortgage File if such actual Title Insurance Policy is
delivered to the Trustee or a Custodian on its behalf not later than the 180th
day following the Closing Date. The Trustee



                                      -68-
<PAGE>



shall deliver to the Master Servicer, each Special Servicer, the Operating
Adviser and each Seller a copy of such Final Certification, which may be in
electronic format.

                  Within 360 days after the Cut-Off Date, the Trustee shall
provide a confirmation of receipt of recorded assignments of Mortgage (as
described in the definition of Mortgage File, with evidence of recording
thereon) or otherwise provide evidence of such recordation to the Master
Servicer, the Special Servicer, the Operating Advisor and each Seller, and if
any recorded assignment of Mortgage has not been received by the Trustee by such
time, the Trustee shall provide information in such confirmation on the status
of missing assignments. The Trustee agrees to use reasonable efforts to submit
for recording any unrecorded assignments of Mortgage that have been delivered to
it (including effecting such recordation process through or cooperating with the
applicable Seller) such recordation to be at the expense of the applicable
Seller; provided, however, that the Trustee shall not submit for recording any
such assignments if the applicable Seller produces evidence that it has sent any
such assignment for recording and is awaiting its return from the applicable
recording office. In giving the certifications required above, the Trustee shall
be under no obligation or duty to inspect, review or examine any such documents,
instruments, securities or other papers to determine whether they or the
signatures thereon are valid, legal, genuine, enforceable, in recordable form or
appropriate for their represented purposes, or that they are other than what
they purport to be on their face, or to determine whether any Mortgage File
should include any assumption agreement, modification agreement, consolidation
agreement, extension agreement, Assignment of Lease, ground lease, UCC financing
statement, guaranty, written assurance, substitution agreement, lock box
agreement, intercreditor agreement, management agreement or letter of credit.
For purposes of the certifications required above, the Trustee may assume that
only one state level UCC financing statement is required to be included in each
Mortgage File with respect to each Mortgaged Property. The UCC financing
statements delivered to the Trustee by the Sellers shall be on the new national
forms, in recordable form, and shall be filed in the appropriate jurisdiction.
The Trustee shall deliver copies of the UCC financing statements (with evidence
of recording thereon) with respect to Mortgage Loan No. 1 to the Master Servicer
and Pacific Life Insurance Company (or any successor primary servicer for
Mortgage Loan No. 1), as primary servicer, promptly upon Trustee's receipt of
such UCC financing statements from the applicable recording office.

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



                                      -69-
<PAGE>



Adviser and the Paying Agent on or about the date that is 180 days after the
Closing Date and then again every 90 days thereafter (until the earliest date
specified above). The Paying Agent shall promptly forward a copy thereof to each
Certificateholder in the Controlling Class and shall deliver or make available a
copy thereof to other Certificateholders pursuant to Section 5.4(d). Promptly,
and in any event within two Business Days, following any request therefor by the
Depositor, the Master Servicer, the Special Servicer or the Operating Adviser
that is made later than two years following the Closing Date, the Custodian (or
the Trustee) shall deliver an updated schedule of exceptions, which may be in
electronic format (to the extent the prior schedule showed exceptions), to the
requesting Person and the Paying Agent, which shall make available a copy
thereof pursuant to Section 5.4(d).

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

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

                  (a) If any party hereto discovers that any document or
documents constituting a part of a Mortgage File has not been delivered as and
when required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgaged
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect or breach either (i) materially and adversely affects
the interests of the holders of the Certificates in the related Mortgage Loan,
or (ii) both (A) the document defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect", and such a
breach described in the preceding clause (i) or (ii), a "Material Breach") such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency. Promptly (but in any event within three Business Days) upon
becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the related
Seller, not later than 85 days from such Seller's receipt of the notice of such
Material Document Defect or Material Breach, cure such Material Document Defect
or Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 85-day
period, and such Material Document Defect or Material Breach would not cause the
Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code)
but the related Seller is diligently attempting to effect such correction or
cure, as certified by such Seller in an Officer's Certificate delivered to the
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred
as a result of a monetary default or as described in clause (ii) or clause (v)
of the definition of "Servicing Transfer Event" and (y) the Material Document
Defect was identified in a certification delivered to the Seller by the Trustee
pursuant to Section 2.2 not less than 85 days prior to the delivery of the
notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to a Seller pursuant to
Section



                                      -70-
<PAGE>



2.2 or otherwise nor possession of such certification or schedule by the Seller
shall, in and of itself, constitute delivery of notice of any Material Document
Defect or knowledge or awareness by the Seller of any Material Document Defect
listed therein.

                  If any such Material Document Defect or Material Breach cannot
be corrected or cured in all material respects within the above cure periods,
the related Seller will be obligated, not later than the last day of such
permitted cure period, to (i) repurchase the affected Mortgage Loan or REO
Mortgage Loan from the Trust at the applicable Purchase Price in accordance with
the related Mortgage Loan Purchase Agreement, or (ii) if within the three-month
period commencing on the Closing Date (or within the two-year period commencing
on the Closing Date if the related Mortgage Loan is a "defective obligation"
within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury
Regulation Section 1.860G-2(f)), at the related Seller's option, replace such
Mortgage Loan or REO Mortgage Loan with a Qualifying Substitute Mortgage Loan.
If such Material Document Defect or Material Breach would cause the Mortgage
Loan to be other than a "qualified mortgage" (as defined in the Code), then
notwithstanding the previous sentence, the repurchase must occur within 85 days
from the date the related Seller was notified of the defect and substitution
must occur within the sooner of (i) 85 days from the date the related Seller was
notified of the defect or (ii) two years from the Closing Date.

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

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



                                      -71-
<PAGE>



Mortgage Loan (including any property acquired in respect thereof or any
insurance policy proceeds relating thereto) substituted for pursuant to this
Section 2.3.

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

                  With respect to any Defective Mortgage Loan, to the extent
that the applicable Seller is required to repurchase or substitute for such
Defective Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed
above while the Trustee continues to hold any Crossed Mortgage Loan, the
applicable Seller and the Depositor have agreed in the related Mortgage Loan
Purchase Agreement to forbear from enforcing any remedies against the other's
Primary Collateral but each is permitted to exercise remedies against the
Primary Collateral securing its respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing Mortgage Loans still
held by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one party would impair the ability of the other party to
exercise its



                                      -72-
<PAGE>



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

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

                  If the related Seller disputes that a Material Document Defect
or Material Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the Special Servicer may, subject to the
Servicing Standard, modify, workout or foreclose, sell or otherwise liquidate
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12, Section 9.15 and Section 9.36, as applicable, hereof, while
pursuing the repurchase claim. The related Seller has acknowledged and agreed
under the related Mortgage Loan Purchase Agreement that any modification of the
Mortgage Loan pursuant to a workout shall not constitute a defense to any
repurchase claim nor shall such modification and workout change the Purchase
Price due from the related Seller for any repurchase claim. In the event of any
such modification and workout, the related Seller has agreed under the related
Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and
that the Purchase Price shall include any Work-Out Fee paid to the Special
Servicer up to the date of repurchase plus the present value (calculated at a
discount rate equal to the applicable Mortgage Rate) of the Work-Out Fee that
would have been payable to the Special Servicer in respect of



                                      -73-
<PAGE>



such Mortgage Loan if the Mortgage Loan performed in accordance with its terms
to its Maturity Date, provided that no amount shall be paid by the related
Seller in respect of any Work-Out Fee if a Liquidation Fee already comprises a
portion of the Purchase Price. The related Seller shall be notified promptly and
in writing by (i) the Trustee of any notice that it receives that an Option
Holder intends to exercise its Option to purchase the Mortgage Loan in
accordance with and as described in Section 9.36 hereof and (ii) the Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
related Seller, the related Seller shall then have the right to purchase the
related Mortgage Loan or REO Property, as applicable, from the Trust at a
purchase price equal to, in the case of clause (i) of the immediately preceding
sentence, the Option Purchase Price or, in the case of clause (ii) of the
immediately preceding sentence, the amount of such offer. Notwithstanding
anything to the contrary contained herein or in the related Mortgage Loan
Purchase Agreement, the right of any Option Holder to purchase such Mortgage
Loan shall be subject and subordinate to the Seller's right to purchase such
Mortgage Loan as described in the immediately preceding sentence. The related
Seller shall have five (5) Business Days to notify the Trustee or the Special
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or
related REO Property from the date that it was notified of such intention to
exercise such Option or of such offer. The Special Servicer shall be obligated
to provide the related Seller with any appraisal or other third party reports
relating to the Mortgaged Property within its possession to enable the related
Seller to evaluate the related Mortgage Loan or REO Property. Any sale of the
related Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the
related REO Property, to a Person other than the related Seller shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the related Seller and (ii) representation or warranty of any kind (either
expressed or implied) by the related Seller to or for the benefit of such
Person.

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



                                      -74-
<PAGE>



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

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

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

                  (b) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.3, the Trustee, the Master Servicer
and the Special Servicer shall each tender to the related Seller, upon delivery
to each of them of a receipt executed by such Seller, all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the related
Seller or its designee in the same manner, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee, but in any event,



                                      -75-
<PAGE>



without recourse, representation or warranty; provided that such tender by the
Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release. The Master Servicer shall, and is hereby authorized and
empowered by the Trustee to, prepare, execute and deliver in its own name, on
behalf of the Certificateholders and the Trustee or any of them, the
endorsements and assignments contemplated by this Section 2.3, and the Trustee
shall execute and deliver any powers of attorney necessary to permit the Master
Servicer to do so. The Master Servicer shall, and is also hereby authorized and
empowered by the Trustee to, reconvey to the related Seller any deposits then
held in an Escrow Account relating to the Mortgage Loan being repurchased or
substituted for. The Master Servicer shall indemnify the Trustee for all costs,
liabilities and expenses (including attorneys' fees) incurred by the Trustee in
connection with any negligent or intentional misuse of any such powers of
attorney by the Master Servicer.

                  (c) The Mortgage Loan Purchase Agreements provide the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) JHREF, as Seller under Mortgage Loan
Purchase Agreement I, will be providing the remedies with respect to the JHREF
Loans and (ii) MSDWMC, as Seller under Mortgage Loan Purchase Agreement II, will
be providing the remedies with respect to the MSDWMC Loans.

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



                                      -76-
<PAGE>



action in respect of, any state, federal or other governmental authority or
agency, except such as has been obtained, given, effected or taken prior to the
date hereof;

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


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

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


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


                                  ARTICLE III

                                THE CERTIFICATES

                  SECTION 3.1 THE CERTIFICATES.

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



                                      -77-
<PAGE>



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

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

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



                                      -78-
<PAGE>



                  SECTION 3.3 TRANSFER AND EXCHANGE OF CERTIFICATES.

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

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

                  (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of such Non-Registered Certificate by the Depositor
or one of its Affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit D-1 hereto
and a certificate from such Certificateholder's prospective Transferee
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



                                      -79-
<PAGE>



certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based (such Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent, the
Trustee or the Certificate Registrar in their respective capacities as such). If
a transfer of any interest in a Non-Registered Certificate that constitutes a
Book-Entry Certificate is to be made without registration under the Securities
Act (other than in connection with the initial issuance of the Certificates or a
transfer of any interest in such Non-Registered Certificate by the Depositor or
any of its Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit D-3A hereto or as Exhibit D-3B hereto, or (ii) an Opinion of Counsel to
the effect that such transfer may be made without registration under the
Securities Act. None of the Depositor, the Paying Agent, the Trustee, the Master
Servicer, 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, the Master Servicer,
the Special Servicers, the Paying Agent and the Certificate Registrar against
any liability that may result if the transfer is not exempt from such
registration or qualification or is not made in accordance with such federal and
state laws.

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



                                      -80-
<PAGE>



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

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


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

                        (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Certificate
                  Registrar shall require delivery to it, and no Transfer of any
                  Residual Certificate shall be registered until the Certificate
                  Registrar receives, an affidavit and agreement substantially
                  in the form attached hereto as Exhibit E-1 (a "Transfer
                  Affidavit and Agreement") from the proposed Transferee, in
                  form and substance satisfactory to the Certificate Registrar,
                  representing and warranting, among other things, that such
                  Transferee is a Permitted Transferee, that it is a Qualified
                  Institutional Buyer, that it is not acquiring its Ownership
                  Interest in the Residual Certificate that is the subject of
                  the proposed Transfer as a nominee, trustee or agent for any
                  Person that is not a Permitted Transferee, that for so long as
                  it retains its Ownership Interest in a Residual Certificate,
                  it will endeavor to remain a Permitted Transferee, that it is
                  a United States 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, and
                  that it has reviewed the provisions of this Section 3.3(e) and
                  agrees to be bound by them.



                                      -81-
<PAGE>



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

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

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

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



                                      -82-
<PAGE>



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

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee, including
the information described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record holders at any time any Person
which is not a Permitted Transferee. The Person holding such Ownership Interest
shall be responsible for the reasonable compensation of the Master Servicer and
the Paying Agent for providing such information.

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

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

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



                                      -83-
<PAGE>



                  (f) None of the Master Servicer, 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
Servicer, any Special Servicer and the Depositor, upon written request, with an
updated copy of the Certificate Register within a reasonable period of time
following receipt of such request.

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



                                      -84-
<PAGE>



by a bona fide purchaser, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and interest in the Trust. In connection with the issuance of any
new Certificate under this Section 3.4, the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section 3.4 shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

                  SECTION 3.5 PERSONS DEEMED OWNERS. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special
Servicer, the Trustee, the Operating Adviser, the Paying Agent and any agent of
the Master Servicer, the Special Servicer, the Paying Agent, the Trustee or the
Operating Adviser may treat the Person in whose name any Certificate is
registered as of the related Record Date as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and neither the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Operating Adviser nor any agent of
the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the
Operating Adviser shall be affected by any notice to the contrary.

                  SECTION 3.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.

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

                  SECTION 3.7 BOOK-ENTRY CERTIFICATES.

                  (a) The Class A-1, Class A-2, Class A-3, Class X-1, Class X-2,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N and Class O Certificates, upon original issuance, each
shall be issued in the form of one or more Certificates representing the
Book-Entry Certificates, to be delivered to the Certificate Registrar, as
custodian for The Depository Trust Company (the "Depository"), the initial
Clearing Agency, by, or on behalf of, the Depositor, provided, that any
Non-Investment Grade Certificates sold to Institutional Accredited Investors who
are not Qualified Institutional Buyers will be issued as



                                      -85-
<PAGE>



Definitive Certificates. The Certificates shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the Depository,
as the initial Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Certificates, except as provided in Section 3.9. Unless and until Definitive
Certificates have been issued to the Certificate Owners pursuant to Section 3.9:

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

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

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

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

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

                  (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
Class D, Class E and Class F 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 G, Class H, Class J, Class K, Class L, Class M, Class N
and Class O Certificates initially sold to Institutional Accredited Investors
who are not Qualified Institutional Buyers shall be represented by IAI
Definitive Certificates for such Class. The Certificates evidenced by any Rule
144A-IAI Global Certificate or IAI Definitive Certificate shall be subject to
certain restrictions on transfer as set forth in Section 3.3 hereof and shall
bear legend(s) regarding such restrictions described herein.



                                      -86-
<PAGE>



                  (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



                                      -87-
<PAGE>



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



                                      -88-
<PAGE>



amount of such Global Certificate by the denominations of the Certificate or
Certificates being exchanged therefor. The form of the Exchange Certification
shall be available from the Certificate Registrar.

                  SECTION 3.8 NOTICES TO CLEARING AGENCY. Whenever notice or
other communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.

                  SECTION 3.9 DEFINITIVE CERTIFICATES.

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



                                      -89-
<PAGE>



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

                                   ARTICLE IV

                                    ADVANCES

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

                  SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

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

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

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



                                      -90-
<PAGE>



                  (a) On or prior to the B Note Report Date, the Master Servicer
shall notify the B Note Trustee, and the Trustee if the B Note P&I Advance
Amount for such B Note Distribution Date is greater than zero, and the Master
Servicer shall make a B Note P&I Advance in respect of the B Note of such amount
no later than the B Note Master Servicer Remittance Date. It is understood that
the obligation of the Master Servicer to make such B Note P&I Advance is
mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy. Notwithstanding the foregoing, the Master Servicer shall not be
required to make such B Note P&I Advance, if the Master Servicer determines, in
accordance with Section 4.4 below, that any such B Note P&I Advance would be a
Nonrecoverable Advance (if such determination were based solely on the
anticipated proceeds recoverable in respect of the B Note and allocable thereto
pursuant to the A/B Mortgage Loan Intercreditor Agreement). Such determination
shall be conclusive and binding on the B Note Trustee, the Trustee and the
holder of the B Note. The Special Servicers shall not make P&I Advances under
this Agreement. If the Master Servicer fails to make a B Note P&I Advance, it
shall promptly notify the B Note Trustee, the Trustee and the Paying Agent of
such failure.

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

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

                  (d) This Section 4.1A is subject to the provisions set forth
in Section 8.4(b).


                  SECTION 4.2 SERVICING ADVANCES. The Master Servicer and, if
the Master Servicer does not, the Trustee to the extent the Trustee receives
written notice from the Paying Agent that such Advance has not been made by the
Master Servicer, shall make Servicing Advances to the extent provided in this
Agreement, except to the extent that the Master Servicer or the Trustee, as
applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance. Such determination by the Master
Servicer shall be conclusive and binding on the Trustee, the Certificateholders,
in the case of any B Note, the holder of the B Note and, in the case of any Pari
Passu Loan, the holder of the Companion Loan. The Special Servicers shall not be
required to make Servicing Advances under this Agreement.



                                      -91-
<PAGE>



Promptly after discovering that the Master Servicer has failed to make a
Servicing Advance that the Master Servicer is required to make hereunder, the
Paying Agent shall promptly notify the Trustee in writing of the failure by the
Master Servicer to make such Servicing Advance.

                  SECTION 4.3 ADVANCES BY THE TRUSTEE.

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

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

                  SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

                  If the Master Servicer determines at any time, in its sole
discretion, exercised in good faith, that any Advance previously made or
proposed Advance, if made, would constitute a Nonrecoverable Advance, such
determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent, the Special Servicer, the Operating Adviser and the
Rating Agencies (and the holder of the Companion Loan if the advance relates to
a Loan Pair) by the Business Day prior to the Distribution Date. Such Officer's
Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the Master Servicer's possession, any related financial
information such as related income and expense statements, rent rolls, occupancy
status, property inspections and any Appraisals performed within the last 12
months on the Mortgaged Property, and, if such reports are used by the Master
Servicer to determine that any P&I Advance or B Note P&I Advance or Servicing
Advance, as applicable, would be a Nonrecoverable Advance, any engineers'
reports, environmental surveys, internal final valuations or other information
relevant thereto which support such determination. If the Trustee determines at
any time 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 Master Servicer, the
Special Servicer, the Paying Agent and the Operating Adviser similar to the
Officer's Certificate of the Master Servicer described in the prior sentence.
The Trustee shall not be required to make an Advance that the Master Servicer
has previously determined to be a Nonrecoverable Advance. Notwithstanding any
other provision of this Agreement, none of the Master Servicer or the Trustee
shall be obligated to, nor shall it, make any Advance or make any payment that
is



                                      -92-
<PAGE>



designated in this Agreement to be an Advance, if it determines in its good
faith judgment that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. The Master
Servicer's determination in accordance with the above provisions shall be
conclusive and binding on the Trustee, the Paying Agent and the
Certificateholders.

                  SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING
ADVANCES WITH RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from
the Master Servicer's 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 Servicer
nor any other party shall be entitled to interest accrued on the amount of any
P&I Advance or B Note P&I Advance with respect to any Mortgage Loan, Companion
Loan or B Note for the period commencing on the date of such P&I Advance or B
Note P&I Advance and ending on the day on which the grace period applicable to
the related Mortgagor's obligation to make the related Scheduled Payment expires
pursuant to the related Mortgage Loan, Companion Loan or B Note documents. For
purposes of determining whether a P&I Advance is outstanding, amounts collected
with respect to a particular Mortgage Loan, Companion Loan, B Note or REO
Property and treated as collections of principal or interest shall be applied
first to reimburse the earliest P&I Advance or B Note Advance, as applicable,
and then each succeeding P&I Advance or B Note P&I Advance to the extent not
inconsistent with Section 4.6, provided, however, that a B Note P&I Advance may
only be reimbursed from amounts payable on the B Note. The Master Servicer shall
use efforts consistent with the Servicing Standard to collect (but shall have no
further obligation to collect), with respect to the Mortgage Loans (and the
Companion Loan) that are not Specially Serviced Mortgage Loans, Late Fees and
default interest from the Mortgagor in an amount sufficient to pay Advance
Interest. The Master Servicer shall be entitled to retain Late Fees and default
interest paid by any Mortgagor during a Collection Period with respect to any
Mortgage Loan or Companion Loan (other than a Specially Serviced Mortgage Loan,
as to which the Special Servicer shall retain Late Fees and default interest
with respect to such Specially Serviced Mortgage Loan, subject to the offsets
set forth below) as additional servicing compensation only to the extent such
Late Fees and default interest exceed Advance Interest on a "pool basis" for all
Mortgage Loans (and the Companion Loan) other than Specially Serviced Mortgaged
Loans. The Special Servicer, with respect to any Specially Serviced Mortgage
Loan, shall (i) pay from any Late Fees and default interest collected from such
Specially Serviced Mortgage Loan (a) any outstanding and unpaid Advance Interest
with respect to such Specially Serviced Mortgage Loan to the Master 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 and (ii)
retain any remaining portion of such Late Fees and default interest as
additional Special Servicer Compensation.

                  SECTION 4.6 REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST.

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



                                      -93-
<PAGE>



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

                  (b) To the extent that Advances have been made on the Mortgage
Loans, any Companion Loan, any B Note, any Specially Serviced Mortgage Loans or
any REO Mortgage Loans, the Available Advance Reimbursement Amount with respect
to any Determination Date shall be applied to reimburse (i) the Trustee for any
Advances outstanding to the Trustee with respect to any of such Mortgage Loans,
Companion Loan, B Note, Specially Serviced Mortgage Loans or REO Mortgage Loans,
plus any Advance Interest owed to the Trustee with respect to such Advances and
then (ii) the Master Servicer for any Advances outstanding to the Master
Servicer with respect to any of such Mortgage Loans, Companion Loan, B Note,
Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance
Interest owed to the Master Servicer with respect to such Advances. To the
extent that any Advance Interest payable to the Master 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 or the Master Servicer, as the case may be, from
amounts on deposit in the Certificate Account (or sub-account thereof) or the
Distribution Account pursuant to Section 5.2(a) or Section 5.3(b)(ii). The
Master Servicer's and the Trustee's right of reimbursement under this Agreement
for Advances shall be prior to the rights of the Certificateholders (and, in the
case of a Companion Loan, the holder thereof) to receive any amounts recovered
with respect to such Mortgage Loans, Companion Loan or REO Mortgage Loans.

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

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

                  (e) To the extent that the Special Servicer incurs
out-of-pocket expenses, in accordance with the Servicing Standard, in connection
with servicing Specially Serviced Mortgage Loans, the Master Servicer shall
reimburse the Special Servicer for such expenditures within 30 days after
receiving an invoice and a report from the Special Servicer, subject to Section
4.4. With respect to each Collection Period, the Special Servicer shall deliver
such



                                      -94-
<PAGE>



invoice and report to the Master Servicer by the following Determination Date.
All such amounts reimbursed by the Master Servicer shall be a Servicing Advance.
In the event that the Master Servicer fails to reimburse the Special Servicer
hereunder or the Master Servicer determines that such Servicing Advance was or,
if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the
Paying Agent in writing of such nonpayment and the amount payable to the Special
Servicer and shall be entitled to receive reimbursement from the Trust as an
Additional Trust Expense. The Master Servicer, the Paying Agent and the Trustee
shall have no obligation to verify the amount payable to the Special Servicer
pursuant to this Section 4.6(e) and circumstances surrounding the notice
delivered by the Special Servicer pursuant to this Section 4.6(e).

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

                  SECTION 5.1 COLLECTIONS.

                  (a) On or prior to the Closing Date, the Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "GMAC Commercial Mortgage Corporation, as Master
Servicer for Wells Fargo Bank Minnesota, N.A., as Trustee for the Holders of
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ" (the "Certificate Account"). On or prior to the
Closing Date, the Master Servicer shall open, or cause to be opened, and shall
maintain, or cause to be maintained an additional separate account or accounts
in the name of "GMAC Commercial Mortgage Corporation, as Master Servicer for
Wells Fargo Bank Minnesota, N.A., as Trustee for the Holders of Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2002-HQ" (the "Interest Reserve Account").

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

                  (c) The Master Servicer shall deposit, or cause to be
deposited, into the Certificate Account on the Business Day following receipt
(or, in the case of an inadvertent failure to make such deposit on the Business
Day following receipt, within 3 Business Days of discovery of such failure and
in the case of unscheduled remittances of principal or interest, on the Business
Day following identification of the proper application of such amounts), the
following amounts received by it (including amounts remitted to the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14),
other than in respect of



                                      -95-
<PAGE>



interest and principal on the Mortgage Loans, any Companion Loan or any B Note
due on or before the Cut-Off Date which shall be remitted to the Depositor
(provided that the Master Servicer (I) may retain amounts otherwise payable to
the Master Servicer as provided in Section 5.2(a) rather than deposit them into
the Certificate Account, (II) shall, rather than deposit them in the Certificate
Account, directly remit to the Primary Servicer the applicable Primary Servicing
Fees payable as provided in Section 5.2(a)(iv) (unless already retained by the
Primary Servicer), and (III) shall, rather than deposit them in the Certificate
Account, directly remit the Excess Servicing Fees to the holders thereof as
provided in Section 5.2(a)(iv))(unless already retained by the applicable holder
of the excess servicing rights)):

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

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

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

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

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

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

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



                                      -96-
<PAGE>



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

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

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

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

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

                  (d) The Master Servicer, with respect to each Distribution
Date occurring in January (other than in any leap year) and February of each
year, shall deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan, an amount equal to one day's interest at the related REMIC I Net
Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of the
Due Date in the month in which such Distribution Date occurs, to the extent a
Scheduled Payment or P&I Advance is timely made in respect thereof for such Due
Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount"). For
purposes of determining amounts to be deposited into the Interest Reserve
Account, the REMIC I Net Mortgage Rate used in this calculation for those months
will be calculated without regard to any adjustment for Interest Reserve Amounts
or the interest accrual basis as described in the proviso to the definition of
"REMIC I Net Mortgage Rate."



                                      -97-
<PAGE>



                  (e) Funds in the Certificate Account (including any A/B Loan
Custodial Accounts and Companion Loan Custodial Accounts) and Interest Reserve
Account may be invested and, if invested, shall be invested by, and at the risk
of, the Master Servicer in Eligible Investments selected by the Master Servicer
which shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "Wells Fargo Bank Minnesota, N.A., as Trustee for the Holders of the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ and the holder of any related Companion Loan or B
Note as their interests may appear." None of the Depositor, the Mortgagors, the
Paying Agent or the Trustee shall be liable for any loss incurred on such
Eligible Investments.

                  An amount equal to all income and gain realized from any such
investment shall be paid to the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal at any time from time to
time. The amount of any losses incurred in respect of any such investments shall
be for the account of the Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the
Certificate Account (and, solely to the extent that the loss is of an amount
credited to an A/B Loan Custodial Account or Companion Loan Custodial Account,
deposit to the related A/B Loan Custodial Account or Companion Loan Custodial
Account, as the case may be) or Interest Reserve Account, as the case may be,
out of its own funds immediately as realized. If the Master Servicer deposits in
or transfers to any Certificate Account, any Companion Loan Custodial Account,
any A/B Loan Custodial Account or Interest Reserve Account, as the case may be,
any amount not required to be deposited therein or transferred thereto, it may
at any time withdraw such amount or retransfer such amount from the Certificate
Account, such Companion Loan Custodial Account, such A/B Loan Custodial Account
or Interest Reserve Account, as the case may be, any provision herein to the
contrary notwithstanding.

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

                  (g) Certain of the Mortgage Loans may provide for payment by
the Mortgagor to the Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The Master Servicer shall deal with
these amounts in accordance with the Servicing Standard, the terms of the
related Mortgage Loans and Section 8.3(e) hereof, and the Primary Servicer will
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that it
services in accordance with the requirements set forth in Section 8.3(e). Within
20 days



                                      -98-
<PAGE>



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

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

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

                  (a) The Master Servicer shall, from time to time, make
withdrawals from the Certificate Account and remit them by wire transfer prior
to the close of the Business Day on the related Master Servicer Remittance Date,
using commercially reasonable efforts to remit such funds by 1:00 p.m. New York
City time, in immediately available funds to the account specified in this
Section or otherwise (w) to such account as it shall determine from time to time
of amounts payable to the Master Servicer from the Certificate Account (and,
insofar as they relate to a B Note, from the related A/B Loan Custodial Account
and, insofar as they relate to a Companion Loan, from the Companion Loan
Custodial Account) pursuant to clauses (i), (ii), (iii), (iv), (vi), (viii) and
(ix) below; (x) to the account specified in writing by the Paying Agent from
time to time of amounts payable to the Paying Agent and the Trustee from the
Certificate Account (and, insofar as they relate to a B Note, from the related
A/B Loan Custodial Account and, insofar as they relate to a Companion Loan, from
the related Companion Loan Custodial Account) pursuant to clauses (ii), (iii),
(v), (vi), (xi), (xii) and (xiii) below; and (y) to the Special Servicer from
time to time of amounts payable to the Special Servicer from such Certificate
Account (and, insofar as they relate to a B Note, from the related A/B Loan
Custodial Account and, insofar as they relate to a Companion Loan, from the
related Companion Loan Custodial Account) pursuant to clauses (i), (iv), (vi),
(vii) and (ix) below of the following amounts, from the amounts specified for
the following purposes:

                  (i) Fees: the Master Servicer shall pay (A) to itself Late
Fees (in excess of amounts used to pay Advance Interest) relating to Mortgage
Loans, Companion Loans



                                      -99-
<PAGE>



or B Notes which are not Specially Serviced Mortgage Loans, Modification Fees
relating to Mortgage Loans, Companion Loans or B Notes which are not Specially
Serviced Mortgage Loans as provided in Section 8.18, 50% of any assumption fees
payable under Section 8.7(a) or 8.7(b), 100% of any extension fees payable under
Section 8.10 or other fees payable to the Master Servicer hereunder and (B)
directly to the Special Servicer, 50% of any assumption fees as provided in
Section 8.7(a), 50% of any assumption fees as provided in Section 8.7(b), all
assumption fees relating to Specially Serviced Mortgage Loans and Late Fees (in
excess of Advance Interest which the Master Servicer shall retain), Modification
Fees and other fees collected on Specially Serviced Mortgage Loans, in each case
to the extent provided for herein from funds paid by the applicable Mortgagor,
and Late Fees collected on Specially Serviced Mortgage Loans to the extent the
Special Servicer is entitled to such Late Fees under Section 4.5;

                  (ii) Servicing Advances (including amounts later determined to
be Nonrecoverable Advances): to reimburse or pay to the Master Servicer 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 Advance is a
Nonrecoverable Advance, Servicing Advances on the related Mortgage Loan, any
Companion Loan and any B Note from payments made by the related Mortgagor of the
amounts to which a Servicing Advance relates or from REO Income from the related
REO Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds or Purchase Proceeds and, to the extent that a Servicing Advance has
been or is being reimbursed, any related Advance Interest thereon first, from
Late Fees and default interest collected during the Collection Period during
which such Advance is reimbursed, and then from Excess Liquidation Proceeds then
available and then from any other amounts on deposit in the Certificate Account;
provided that, Late Fees and default interest will be applied on a "pool basis"
for non-Specially Serviced Mortgage Loans (and any Companion Loan and B Note)
and on a "loan-by-loan basis" (under which Late Fees and default interest will
be offset against the Advance Interest arising only from the particular
Specially Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the
case may be, to the payment of Advance Interest on all Advances on such
non-Specially Serviced Mortgage Loans (and any Companion Loan and B Note) or
such Specially Serviced Mortgage Loans, as the case may be, then being
reimbursed or (y) after a Final Recovery Determination or determination that any
Servicing Advance on the related Mortgage Loan, any Companion Loan or any B Note
is a Nonrecoverable Advance, any Servicing Advances made on the related Mortgage
Loan, Companion Loan, B Note or REO Property from any funds on deposit in the
Certificate Account (regardless of whether such amount was recovered from the
applicable Mortgage Loan or REO Property) and pay Advance Interest thereon
first, from Late Fees and default interest collected during the Collection
Period during which such Advance is reimbursed (applying such Late Fees and
default interest on a "pool basis" for all non-Specially Serviced Mortgage Loans
(and any Companion Loan and B Note) and on a "loan-by-loan basis", as described
above, for all Specially Serviced Mortgage Loans, as the case may be, to the
payment of Advance Interest on all Advances on such non-Specially Serviced
Mortgage Loans (and any Companion Loan and B Note) or such Specially Serviced
Mortgage Loans, as the case may be, then being reimbursed), then from Excess
Liquidation Proceeds then available and then from any other amounts on deposit
in the Certificate Account;

                  (iii) P&I Advances (including amounts later to be determined
to be Nonrecoverable Advances): to reimburse or pay to the Master Servicer and
the Trustee, pursuant



                                     -100-
<PAGE>



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

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

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

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

                  (vii) Liquidation Fees: upon the occurrence of a Final
Recovery Determination to pay to the Special Servicer from the Certificate
Account, the amount certified by the Special Servicer equal to the Liquidation
Fee, to the extent provided in Section 9.11 hereof;



                                     -101-
<PAGE>



                  (viii) Investment Income: to pay to itself income and gain
realized on the investment of funds deposited in such Certificate Account
(including any Companion Loan Custodial Accounts and A/B Loan Custodial
Accounts);

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

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

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

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

                  (xiii) Clear and Terminate: to clear and terminate the
Certificate Account pursuant to Section 8.29;

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


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



                                     -102-
<PAGE>



                  (B) the Master Servicer shall be entitled to make transfers
                  from time to time, from the A/B Loan Custodial Account for
                  reimbursement to itself for B Note P&I Advances (including
                  amounts later to be determined to be Nonrecoverable Advances)
                  pursuant to Section 4.6, (x) if prior to a Final Recovery
                  Determination or determination that any B Note P&I Advance is
                  a Nonrecoverable Advance, any B Note P&I Advances from Late
                  Collections made by the Mortgagor of the amounts to which a B
                  Note P&I Advance relates, or REO Income from the related REO
                  Property or from Liquidation Proceeds, Condemnation Proceeds,
                  Insurance Proceeds or Purchase Proceeds from the related
                  Mortgage Loan and, to the extent that a B Note P&I Advance has
                  been or is being reimbursed, any related Advance Interest
                  thereon, first, from Late Fees and default interest collected
                  from the related Mortgage Loan during the B Note Collection
                  Period during which such Advance is reimbursed, and then from
                  Excess Liquidation Proceeds then available and then from any
                  other amounts on deposit in the A/B Loan Custodial Account or
                  (y) if after a Final Recovery Determination or determination
                  in accordance with Section 4.4 that any B Note P&I Advance on
                  the B Note is a Nonrecoverable Advance, any B Note P&I
                  Advances made on the B Note or the related REO Property from
                  any funds on deposit in the A/B Loan Custodial Account
                  (regardless of whether such amount was recovered from the B
                  Note or REO Property) and any Advance Interest thereon, first,
                  from Late Fees and default interest collected from the related
                  Mortgage Loan during the B Note Collection Period during which
                  such Advance is reimbursed to the payment of Advance Interest
                  on all Advances on such B Note), then from Excess Liquidation
                  Proceeds from the related Mortgage Loan then available and
                  then from any other amounts on deposit in the A/B Loan
                  Custodial Account;

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

                  (D) the Master Servicer shall on each B Note Master Servicer
                  Remittance Date remit to the holder of the related B Note all
                  amounts on deposit in such A/B Loan Custodial Account (net of
                  amounts permitted or required to be transferred therefrom as
                  described in clauses (A) and/or (B) above), to the extent that
                  the holder of such B Note is entitled thereto under the
                  related A/B Mortgage Loan Intercreditor Agreement (including
                  by way of the operation of any provision of the related A/B
                  Mortgage Loan Intercreditor Agreement that entitles the holder
                  of the B Note to reimbursement of cure payments made by it);



                                     -103-
<PAGE>



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


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

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

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

                  Expenses incurred with respect to an A/B Mortgage Loan shall
be allocated in accordance with the A/B Mortgage Loan Intercreditor Agreement.
The Master Servicer shall keep and maintain a separate accounting for each
Mortgage Loan and B Note for the purpose of justifying any withdrawal or
transfer from the Certificate Account and any A/B Loan Custodial Account. The
Master Servicer shall not be permitted to withdraw any funds from the portion of
the Certificate Account that does not constitute the A/B Loan Custodial Account
unless there are no remaining funds in the related A/B Loan Custodial Account
available and required to be paid in accordance with the related A/B Mortgage
Loan Intercreditor Agreement. If the Master Servicer is entitled to make any
payment or reimbursement described above and such payment or reimbursement
relates to a B Note but is not limited to a specific source of funds (other than
the requirement that it must be made by withdrawal from the A/B Loan Custodial
Account insofar as it relates to a B Note and is permitted pursuant to the A/B
Mortgage Loan Intercreditor Agreement), the Master Servicer shall, if funds on
deposit in such A/B Loan Custodial Account



                                     -104-
<PAGE>



are insufficient therefor, request the holder of the B Note to make such payment
or reimbursement to the extent the holder of the B Note is obligated to make
such payment or reimbursement pursuant to the A/B Mortgage Loan Intercreditor
Agreement. If the holder of the B Note fails to make such payment or
reimbursement that it is obligated to make within three (3) Business Days
following such request, the Master Servicer shall be entitled to make such
payment or reimbursement from the Certificate Account unless such payment or
reimbursement represents a B Note P&I Advance that was previously made and
constitutes a Nonrecoverable Advance or accrued and unpaid Advance Interest on
such B Note P&I Advance. If such payment or reimbursement is subsequently
recovered from the holder of the B Note, to the extent that any amounts were
previously taken by the Master Servicer from the Certificate Account, the amount
recovered shall be deposited into the Certificate Account and shall not be
deposited into the A/B Loan Custodial Account. If the Master Servicer is
entitled to make any payment or reimbursement described above and such payment
or reimbursement represents a B Note P&I Advance that was previously made and
constitutes a Nonrecoverable Advance or accrued and unpaid Advance Interest on
such B Note P&I Advance, the Master Servicer shall not be entitled to make such
payment or reimbursement by withdrawal from the Certificate Account and the
Trust shall thereupon be deemed, without any further action or notice, to have
transferred to the Master Servicer and the Master Servicer shall thereupon be
deemed to own (and to be entitled to enforce for the Master Servicer's own
account) the obligation of the holder of the B Note to make such reimbursement
or payment under the related A/B Mortgage Loan Intercreditor Agreement.

                  Expenses incurred with respect to a Loan Pair shall be
allocated in accordance with the Loan Pair Intercreditor Agreement. The Master
Servicer shall keep and maintain a separate accounting for each Mortgage Loan
and Companion Loan for the purpose of justifying any withdrawal or transfer from
the Certificate Account and each Companion Loan Custodial Account. If the Master
Servicer is entitled to make any payment or reimbursement described above and
such payment or reimbursement relates to a Companion Loan but is not limited to
a specific source of funds (other than the requirement that it must be made by
withdrawal from the Companion Loan Custodial Account insofar as it relates to a
Companion Loan), the Master Servicer shall, if funds on deposit in such
Companion Loan Custodial Account are insufficient therefor, request the holder
of the Companion Loan to make such payment or reimbursement. If the holder of
the Companion Loan fails to make such payment or reimbursement within three (3)
Business Days following such request, the Master Servicer shall be entitled to
make such payment or reimbursement from the Certificate Account unless such
payment or reimbursement represents a P&I Advance that was previously made and
constitutes a Nonrecoverable Advance or accrued and unpaid Advance Interest on
such P&I Advance. If such payment or reimbursement is subsequently recovered
from the holder of the Companion Loan, the amount recovered shall be deposited
into the Certificate Account and shall not be deposited into the Companion Loan
Custodial Account. If the Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement represents a P&I
Advance that was previously made and constitutes a Nonrecoverable Advance or
accrued and unpaid Advance Interest on such P&I Advance, the Master Servicer
shall not be entitled to make such payment or reimbursement by withdrawal from
the Certificate Account and the Trust shall thereupon be deemed, without any
further action or notice, to have transferred to the Master Servicer and the
Master Servicer shall thereupon be deemed to own (and to be entitled to enforce



                                     -105-
<PAGE>



for the Master Servicer's own account) the obligation of the holder of the
Companion Loan to make such reimbursement or payment under the related Loan Pair
Intercreditor Agreement.

                  (b) Scheduled Payments due in a Collection Period succeeding
the Collection Period relating to such Master Servicer Remittance Date,
Principal Prepayments received after the related Collection Period, or other
amounts not distributable on the related Distribution Date, shall be held in the
Certificate Account (or sub-account thereof) and shall be distributed on the
Master Servicer Remittance Date or Dates to which such succeeding Collection
Period or Periods relate, provided, however, that as to the Mortgage Loans set
forth on Schedule VIII, for which the Scheduled Payment due each month is due on
a Due Date (including any grace period) that may occur after the end of the
Collection Period in such month, sums received by the Master Servicer with
respect to such Scheduled Payment but after the end of such Collection Period
shall be applied by the Master Servicer to reimburse any related P&I Advance
made pursuant to Section 5.1(h), and the Master Servicer shall remit to the
Distribution Account on any Master Servicer Remittance Date for a Collection
Period any Principal Prepayments and Balloon Payments received after the end of
such Collection Period but no later than the second Business Day immediately
preceding such Master Servicer Remittance Date on the Mortgage Loans set forth
on Schedule VIII. 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.

                  If on any Master Servicer Remittance Date the Master Servicer
fails to remit to the Trustee (i) for deposit into the Distribution Account any
amount required to be remitted from the Certificate Account pursuant to this
Section 5.2 or (ii) the amount of any P&I Advance required to be made by the
Master Servicer on such date, the Master Servicer shall pay to the Trustee
interest at the Advance Rate on such amount for the period from and including
such Master Servicer Remittance Date to but excluding the date on which such
amount is remitted, but only if the Trustee does not timely receive such amount.

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

                  SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

                  (a) The Paying Agent, on behalf of the Trustee shall establish
(with respect to clause (i), on or prior to the Closing Date, and with respect
to clause (ii), on or prior to the date the Paying Agent determines is
necessary) and maintain in its name, on behalf of the Trustee, (i) an account
(the "Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo
Bank Minnesota, N.A., as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ, Distribution Account" and (ii) an account (the
"Reserve Account") to be held in trust for the benefit of the holders of
interests in the Trust until disbursed pursuant to the terms of this Agreement,
titled: "Wells Fargo Bank Minnesota, N.A., as Trustee, in trust for the benefit
of the Holders of Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ, Reserve Account." The Distribution
Account and the Reserve Account shall be


                                     -106-
<PAGE>


Eligible Accounts. Funds in the Distribution Account and in the Reserve Account
may be invested in Eligible Investments by the Trustee for its own account. The
Distribution Account and Reserve Account shall be held separate and apart from
and shall not be commingled with any other monies including, without limitation,
other monies of the Paying Agent held under this Agreement.

                  Funds in the Distribution Account and in the Reserve Account
may be invested and, if invested, shall be invested by, and at the risk of, the
Trustee in Eligible Investments selected by the Trustee which shall mature,
unless payable on demand, not later than such time on the Distribution Date
which will allow the Trustee to make withdrawals from the Distribution Account
under Section 5.3(b), and any such Eligible Investment shall not be sold or
disposed of prior to its maturity unless payable on demand. All such Eligible
Investments shall be made in the name of "Wells Fargo Bank Minnesota, N.A., as
Trustee for the Holders of the Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and the holder of
any related B Note as their interests may appear." None of the Depositor, the
Mortgagors, the Special Servicers, the Master Servicer or the Primary Servicer
shall be liable for any loss incurred on such Eligible Investments.

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

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

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



                                     -107-
<PAGE>



                        (ii) to pay any amounts payable to the Master Servicer,
the Primary Servicer, the Special Servicers and the Trustee (including the
Trustee's Fee (other than that portion thereof, that constitutes the Paying
Agent's Fee)) and the Paying Agent (including the Paying Agent Fee), or other
expenses or other amounts permitted to be paid hereunder and not previously paid
to such Persons pursuant to Section 5.2;

                        (iii) to invest in Eligible Investments pursuant to
Section 5.3;

                        (iv) to make distributions to the Certificateholders
pursuant to Section 6.5; and

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

                  SECTION 5.4 PAYING AGENT REPORTS.

                  (a) On or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special Servicers and delivered to the Paying Agent by the Master Servicer (no
later than 1:00 p.m., New York time on the Report Date), the Paying Agent shall
make available to any interested party via its internet website initially
located at "www.ctslink.com/cmbs" (the "Paying Agent's Website"), (i) the
Monthly Certificateholder's Report (substantially in the form of Exhibit M),
(ii) a report containing information regarding the Mortgage Loans as of the end
of the related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports (v) any other reports or files at
the request of the Depositor and (vi) as a convenience for interested parties
(and not in furtherance of the distribution thereof under the securities laws),
the Final Prospectus Supplement and this Agreement.

                  In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special 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 June 2002). The Paying
Agent shall provide access to the Restricted Servicer Reports, upon request, to
each Certificateholder, each of the parties to this Agreement, each of the
Rating Agencies, each of the Underwriters, the Operating Adviser, the Placement
Agents, the holder of the B Note and any Certificate Owner upon receipt (which
may be in electronic form) from such person of an Investor Certificate in the
form of Exhibit Y, and any other person upon the direction of the Depositor, the
Placement Agents or any Underwriter. For assistance with the above-mentioned
Paying Agent services, Certificateholders or any party hereto may initially call
301-815-6600.



                                     -108-
<PAGE>



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

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

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

                  (d) Reserved

                  (e) The Paying Agent shall afford the Rating Agencies, the
Depositor, the Master Servicer, the Special Servicers, the Primary Servicer, the
Trustee, the Operating Adviser, any Certificateholder, the Luxembourg Paying
Agent, prospective Certificate Owner, the holder of the B Note or any Person
reasonably designated by any Placement Agent, or any Underwriter upon reasonable
written 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,



                                     -109-
<PAGE>



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

                  (g) The Paying Agent shall make available at its Corporate
Trust Office (either in physical or electronic form), during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any prospective Certificate Owner, the
Underwriters, each Rating Agency, the Special Servicers, the Depositor, solely
as with respect to any A/B Mortgage Loan, the holder of the B Note and solely as
with respect to any Loan Pair, the holder of the Companion Loan, originals or
copies of, among other things, any Phase I Environmental Report or engineering
report prepared or appraisals performed in respect of each Mortgaged Property
provided, however, that the Paying Agent shall be permitted to require payment
by the requesting party (other than either Rating Agency) of a sum sufficient to
cover the reasonable expenses actually incurred by the Trustee of providing
access or copies (including electronic or digital copies) of any such
information reasonably requested in accordance with the preceding sentence.

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

                  SECTION 6.1 DISTRIBUTIONS GENERALLY. Subject to Section
10.2(a), respecting the final distribution on the Certificates, on each
Distribution Date, the Paying Agent shall (1) first, withdraw from the
Distribution Account and pay to the Trustee any unpaid fees,



                                     -110-
<PAGE>



expenses and other amounts then required to be paid pursuant to this Agreement,
and then, to the Paying Agent, any unpaid fees, expenses and other amounts then
required to be paid pursuant to this Agreement, and then at the written
direction of the Master Servicer, withdraw from the Distribution Account and pay
to the Master Servicer, the Primary Servicer and the Special Servicer any unpaid
servicing compensation or other amounts currently required to be paid pursuant
to this Agreement (to the extent not previously retained or withdrawn by the
Master Servicer from the Certificate Account), and (2) second, make
distributions in the manner and amounts set forth below.

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

                  SECTION 6.2 REMIC I.

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

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

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

                        (iii) any remaining funds, to reimburse any Realized
Losses previously allocated to the REMIC I Regular Interests, plus interest on
such Realized Losses previously allocated thereto, at the applicable
Pass-Through Rates; and



                                     -111-
<PAGE>



                        (iv) thereafter, to the Class R-I Certificateholders at
such time as the Certificate Balance of all Classes of REMIC I Regular Interests
have been reduced to zero, and Realized Losses previously allocated thereto have
been reimbursed to the Holders of the REMIC I Regular Interests, any amounts
remaining.

                        SECTION 6.3 REMIC II.

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

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

                        (ii) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3A
and REMIC II Regular Interest A-3B in reduction of the Certificate Balances
thereof, in an amount up to the Principal Distribution Amount for such
Distribution Date: (A) first, to the REMIC II Regular Interest A-1 until the
Certificate Balance of REMIC II Regular Interest A-1 is reduced to zero, (B)
second, to the REMIC II Regular Interest A-2A, the Principal Distribution Amount
for such Distribution Date (reduced by any portion thereof deemed to be
distributed to the REMIC II Regular Interest A-1), until the Certificate Balance
of the REMIC II Regular Interest A-2A has been reduced to zero and upon payment
in full of the Certificate Balance of the REMIC II Regular Amount of the REMIC
II Regular Interest A-2A, to the REMIC II Regular Interest A-2B, the Principal
Distribution Date for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1 and A-2A), until
the Certificate Balance of the REMIC II Regular Interest A-2B has been reduced
to zero and (C) third, to the REMIC II Regular Interest A-3A, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC II Regular Interest A-1, A-2A and A-2B),
until the Certificate Balance of the REMIC II Regular Interest A-3A has been
reduced to zero and upon payment in full of the Certificate Balance of the REMIC
II Regular



                                     -112-
<PAGE>



Amount of the REMIC II Regular Interest A-3A, to the REMIC II Regular Interest
A-3B, the Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular Interest
A-1, A-2A, A-2B and A-3A), until the Certificate Balance of the REMIC II Regular
Interest A-3B has been reduced to zero;

                        (iii) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-3A,
REMIC II Regular Interest A-3B, REMIC II Regular Interest B, REMIC II Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H,
REMIC Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest
L, REMIC II Regular Interest M and REMIC II Regular Interest N, pro rata on the
basis of their respective entitlements to reimbursement described in this clause
(iii), to reimburse any Realized Interest Losses previously allocated to REMIC
II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
Interest A-2B, REMIC II Regular Interest A-3A, REMIC II Regular Interest A-3B,
REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular
Interest M and REMIC II Regular Interest N as a result of the allocation of
Realized Losses to the Class X Certificates plus interest on such Realized
Losses at one-twelfth of the applicable Pass-Through Rate;

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

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

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

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

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



                                     -113-
<PAGE>



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

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

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

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

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

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

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

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

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

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



                                     -114-
<PAGE>



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

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

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

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

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

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

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

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

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

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

                        (xxix) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest J to the REMIC II Regular Interest K, the
Principal Distribution Amount for



                                     -115-
<PAGE>



such Distribution Date (reduced by any portion thereof deemed to be distributed
pursuant to the preceding provisions hereof), until the Certificate Balance of
the REMIC II Regular Interest K has been reduced to zero;

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

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

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

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

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

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

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

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

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



                                     -116-
<PAGE>



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

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

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

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

                        (xliii) thereafter, to the Class R-II Certificateholders
at such time as the Certificate Balances of all Classes of REMIC II Regular
Interests have been reduced to zero, and Realized Losses previously allocated
thereto have been reimbursed to the Holders of the REMIC II Regular Interests,
any amounts remaining.

                  SECTION 6.4 RESERVED.

                  SECTION 6.5 REMIC III.

                  (a) On each Distribution Date, the Paying Agent shall withdraw
from the Distribution Account an amount equal to the Available Distribution
Amount and shall distribute such amount (other than the amount attributable to
Excess Interest which shall be distributed in accordance with Section 6.5(c))
and Excess Liquidation Proceeds in the following amounts and order of priority:

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

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



                                     -117-
<PAGE>



such Distribution Date (reduced by any prior distributions thereof hereunder)
until the aggregate Certificate Balance of the Class A-3 Certificates has been
reduced to zero;

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

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

                        (v) upon payment in full of the Certificate Balance of
the Class A-3 Certificates, to the Holders of the Class B Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder), until the Certificate Balance of the Class B
Certificates has been reduced to zero;

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

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

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

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

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

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

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

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



                                     -118-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                     -119-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                     -120-
<PAGE>



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

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

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

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

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

                        (xliii) to the Holders of the Class R-III Certificates
at such time as the Certificate Balances of all Classes of REMIC Regular
Certificates have been reduced to zero, and Realized Losses previously allocated
to each Holder have been reimbursed to the Holders of the REMIC Regular
Certificates, any amounts remaining on deposit in the Distribution Account.

                  Notwithstanding the foregoing, on each Distribution Date
occurring on or after the earliest date, if any, upon which the Certificate
Balances of all the Classes of Subordinate Certificates have been reduced to
zero or the aggregate Appraisal Reduction in effect is greater than or equal to
Certificate Balances of all the Classes of Subordinate Certificates, the
Principal Distribution Amount will be distributed, first, to the Holders of the
Class A-1, Class A-2 and Class A-3 Certificates, pro rata, based on their
respective Certificate Balances, in reduction of their respective Certificate
Balances, until the Certificate Balance of each such Class is reduced to zero;
and, second, to the Holders of the Class A-1, Class A-2 and Class A-3
Certificates, pro rata, based on the respective amounts of unreimbursed Realized
Losses previously allocated to each such Class, plus interest on such Realized
Losses at one-twelfth the applicable Pass-Through Rate. A similar rule shall
apply to the distribution of the Principal Distribution Amount to REMIC II
Regular Interests A-1, A-2A, A-2B, A-3A and A-3B in lieu of the distributions
described in Section 6.3(a)(ii).

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

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



                                     -121-
<PAGE>

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

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

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

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

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

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

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

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

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

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



                                     -122-
<PAGE>



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

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

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


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

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

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

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



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

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

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

                  (e) Reserved

                  (f) REMIC III. On each Distribution Date, all Realized Losses
on the REMIC II Regular Interests for such Distribution Date (or for prior
Distribution Dates, to the extent not previously allocated) shall be allocated
to the REMIC Regular Certificates in Reverse Sequential Order, in each case
reducing (A) the Certificate Balance of such Class until such Certificate
Balance is reduced to zero (in the case of the Principal Balance Certificates);
(B) Unpaid Interest owing to such Class to the extent thereof and (C)
Distributable Certificate Interest owing to such Class, provided, that such
reductions shall be allocated among the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class X-1 Certificates and Class X-2
Certificates, pro rata, based upon their outstanding Certificate Balances or
accrued interest, as the case may be, and provided further, that Realized Losses
shall not reduce the Aggregate Certificate Balance of the REMIC III Certificates
below the sum of the Aggregate Certificate Balances of the REMIC II Regular
Interests.

                  SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On
each Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in
REMIC I, shall be allocated among the REMIC I Regular Interests, pro rata in
proportion to the Accrued Certificate Interest for each such REMIC I Regular
Interest for such Distribution Date and shall reduce Distributable Certificate
Interest for each such Interest. On each Distribution Date, any Net Aggregate
Prepayment Interest Shortfalls in REMIC II shall be allocated among the REMIC



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

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

                  SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on
which an Appraisal Event occurs, the related Special Servicer shall have
obtained (A) an Appraisal of the Mortgaged Property securing the related
Mortgage Loan or B Note, if the Principal Balance of such Mortgage Loan, Loan
Pair or B Note exceeds $2,000,000 or (B) at the option of the Special Servicer,
if such Principal Balance is less than or equal to $2,000,000, either an
internal valuation prepared by the Special Servicer in accordance with MAI
standards or an Appraisal which in all cases shall be completed as of the date
that such Mortgage Loan, Loan Pair or B Note becomes a Required Appraisal Loan;
provided that if the Special Servicer had completed or obtained an Appraisal or
internal valuation within the immediately prior 12 months, the Special Servicer
may rely on such Appraisal or internal valuation and shall have no duty to
prepare a new Appraisal or internal valuation, unless such reliance would not be
in accordance with the Servicing Standard; provided, further, that if the
Special Servicer is required to obtain an Appraisal of a Mortgaged Property
after receipt of the notice described in clause (ii) of the definition of
Appraisal Event, such Appraisal will be obtained no later than 60 days after
receipt of such notice and an internal valuation will be obtained no later than
60 days after receipt of such notice. Such Appraisal or valuation shall be
conducted in accordance with the definition of "market value" as set forth in 12
C.F.R. ss. 225.62 and shall be updated at least annually to the extent such
Mortgage Loan remains a Required Appraisal Loan. The cost of any such Appraisal
or valuation, if not performed by the Special Servicer, shall be an expense of
the Trust and may be paid from REO Income or, to the extent collections from
such related Mortgage Loan, Loan Pair or Mortgaged Property does not cover the
expense, such unpaid expense shall be, subject to Section 4.4 hereof, advanced
by the Master Servicer at the request of the Special Servicer pursuant to
Section 4.6 in which event it shall be treated as a Servicing Advance. The
Master Servicer, based on the Appraisal or internal valuation provided to it by
the Special Servicer, shall calculate any Appraisal Reduction (or B Note
Appraisal Reduction). The Master Servicer shall calculate or recalculate the
Appraisal Reduction (or B Note Appraisal Reduction) for any Mortgage Loan and
Loan Pair based on updated Appraisals or internal valuations provided from time
to time to it by the Special Servicer.



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<PAGE>



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

                  SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium
collected with respect to a Mortgage Loan (but not a B Note or a Companion Loan,
which Prepayment Premium is payable to the holder of the B Note or the holder of
the Companion Loan, as applicable) during any particular Collection Period will
be deemed distributed to the Trustee by the Paying Agent on the following
Distribution Date as follows: (i) first, the Paying Agent shall be deemed to
distribute to the Trustee, as holder of the REMIC I Regular Interest to which
such Mortgage Loan relates, any Prepayment Premiums collected on or with respect
to such Mortgage Loan; and (ii) second, the Paying Agent shall be deemed to
distribute to the Trustee, as holder of the REMIC II Regular Interests, any
Prepayment Premiums deemed distributed to the REMIC I Regular Interests, and
shall be deemed to distribute such Prepayment Premiums to the REMIC II Regular
Interest then entitled to distributions of principal from the Principal
Distribution Amount (or, if more than one Class of REMIC II Regular Interests is
then entitled to distributions of principal from the Principal Distribution
Amount, such Prepayment Premiums shall be deemed distributed among such Classes
pro rata in accordance with the relevant amounts of entitlements to
distributions of principal). Following such deemed distributions, the Holders of
the respective Classes of Principal Balance Certificates, other than the Class
G, Class H, Class J, Class K, Class L, Class M, Class N and Class O
Certificates, then entitled to distributions of principal from the Principal
Distribution Amount for such Distribution Date, will be entitled to, and the
Paying Agent on behalf of the Trustee will pay to such Holder(s), an amount
equal to, in the case of each such Class, the product of (a) a fraction, the
numerator of which is the amount distributed as principal to the holders of that
Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of all Classes of Certificates on
that Distribution Date, (b) the Base Interest Fraction for the related Principal
Prepayment and that Class of Certificates and (c) the aggregate amount of
Prepayment Premiums collected during the related Collection Period. Any portion
of such Prepayment Premium that is not so distributed to the Holders of such
Principal Balance Certificates will be distributed to the Holders of the Class X
Certificates. On any Distribution Date on or before July 2005, 87% of the
Prepayment Premium that is not so distributed to the Holders of such Principal
Balance Certificates will be distributed to the Holders of the Class X-1
Certificates and 13% of the Prepayment Premium that is not so distributed to the
Holders of such Principal Balance Certificates will be distributed to the
Holders of the Class X-2 Certificates. After the Distribution Date in July 2005,
any portion of such Prepayment Premium that is not so distributed to the Holders
of such Principal Balance Certificates will be distributed to the Holders of the
Class X-1 Certificates. The Trustee shall not be responsible for the Paying
Agent's failure to comply with any withholding requirements.



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                                  ARTICLE VII

    CONCERNING THE TRUSTEE, THE PAYING AGENT AND THE LUXEMBOURG 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 and the Paying Agent each shall
exercise such of the rights and powers vested in it by this Agreement and
following the occurrence and during the continuation of any Event of Default
hereunder, the Trustee and the Paying Agent each shall use the same degree of
care and skill in its exercise as a prudent Person would exercise or use under
the circumstances in the conduct of such Person's own affairs.

                  (b) The Trustee 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 Servicer or any other Person to it pursuant to this Agreement. If any
such instrument is found on its face not to conform to the requirements of this
Agreement, the Trustee or the Paying Agent shall request the providing party to
correct the instrument and if not so corrected, the Trustee shall inform the
Certificateholders.

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

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

                        (ii) no provision of this Agreement shall require either
the Trustee 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



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<PAGE>



it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it;

                        (iii) neither the Trustee nor the Paying Agent nor any
of their respective directors, officers, employees, agents or Controlling
Persons shall be responsible for any act or omission of the Master Servicer, any
Special Servicer, the Depositor or either Seller, or for the acts or omissions
of each other, including, without limitation, in connection with actions taken
pursuant to this Agreement;

                        (iv) the execution by the Trustee or the Paying Agent of
any forms or plans of liquidation in connection with any REMIC Pool shall not
constitute a representation by the Trustee or the Paying Agent as to the
adequacy of such form or plan of liquidation;

                        (v) none of the Trustee nor the Paying Agent shall be
under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties as Trustee or the Paying Agent, as applicable in
accordance with this Agreement. In such event, all legal expense and costs of
such action shall be expenses and costs of the Trust, and the Trustee 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 the Trustee nor the Paying Agent shall be
charged with knowledge of any failure by the Master Servicer or any Special
Servicer or by each other to comply with its obligations under this Agreement or
any act, failure, or breach of any Person upon the occurrence of which the
Trustee or the 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.

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

                  SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE 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;



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<PAGE>



                        (iii) neither the Trustee nor the Paying Agent nor any
of their respective directors, officers, employees, agents or Controlling
Persons shall be personally liable for any action taken, suffered or omitted by
such Person in its reasonable business judgment and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

                        (iv) the Trustee and the Paying Agent shall not be under
any obligation to exercise any remedies after default as specified in this
Agreement or to institute, conduct or defend any litigation hereunder or
relating hereto or make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document (provided the
same appears regular on its face), unless requested in writing to do so by
Holders of at least 25% of the Aggregate Certificate Balance of the Certificates
then outstanding provided that, if the payment within a reasonable time to the
Trustee or the Paying Agent, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in connection with the foregoing is, in
the opinion of such Person not reasonably assured to such Person by the security
afforded to it by the terms of this Agreement, such Person may require
reasonable indemnity against such expense or liability or payment of such
estimated expenses as a condition to proceeding. The reasonable expenses of the
Trustee or the Paying Agent, as applicable, shall be paid by the
Certificateholders requesting such examination;

                        (v) the Trustee 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 the Master Servicer, any Special Servicer, the
Depositor or the actions or omissions of each other;

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

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

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

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

                        (x) except as specifically provided hereunder in
connection with the performance of its specific duties, neither the Trustee nor
the Paying Agent shall be responsible



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<PAGE>



for any act or omission of the 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.

                  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 Certificates or Residual Certificates (other than the
Certificate of Authentication on the Certificates if the Paying Agent is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee 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,



                                     -130-
<PAGE>



executed and delivered by it and constitutes its valid and binding obligation,
enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. None of the
Trustee or the Paying Agent shall be accountable for the use or application by
the Depositor or the 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 the 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 to the extent of information furnished by
the Trustee set forth in the third, fourth, fifth and sixth sentences under the
caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Paying
Agent, Certificate Registrar and Authenticating Agent" and with respect to the
Paying Agent, to the extent of information furnished by the Paying Agent set
forth in the third, fourth, fifth and sixth sentences under the caption
"DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Paying Agent, Certificate
Registrar and Authenticating Agent" each in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement), the Mortgage Loans or the
assignment thereof against the Trustee or the Paying Agent in such Person's
individual capacity and any such claim shall be asserted solely against the
Trust or any indemnitor who shall furnish indemnity as provided herein. Neither
the Trustee nor the Paying Agent shall be liable for any action or failure of
any action by the Depositor or the Master Servicer or any Special Servicer or by
each other hereunder. Neither the Trustee nor the Paying Agent shall at any time
have any responsibility or liability for or with respect to the legality,
validity or enforceability of the Mortgages or the Mortgage Loans, or the
perfection and priority of the Mortgages or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Trust or
its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation, the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon; the validity of the assignment of the Mortgage Loans
to the Trust or of any intervening assignment; the completeness of the Mortgage
Loans; the performance or enforcement of the Mortgage Loans (other than if the
Trustee shall assume the duties of the Master Servicer); the compliance by the
Depositor, each Seller, the Mortgagor or the Master Servicer or the Special
Servicers or by each other with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation made under this Agreement or in any related document prior to the
receipt by a Responsible Officer of the Trustee of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies by
or at the direction of the Master Servicer or any Special Servicer or any loss
resulting therefrom; the failure of the 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
the Master Servicer or the related Special Servicer.



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<PAGE>



                  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 authorized to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority, and (iii) an institution whose
short-term debt obligations are at all times rated not less than "Prime-1" by
Moody's and "A-1" by S&P and whose long-term senior unsecured debt is at all
times rated not less than "AA-" by S&P and "Aa2" by Moody's or otherwise
acceptable to the Rating Agencies as evidenced by a Rating Agency Confirmation.
If such corporation, national bank or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then, for the purposes of
this Section, the combined capital and surplus of such corporation, national
bank or national banking association shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.6.

                  (b) The Paying Agent shall be either a bank or trust company
or otherwise authorized under law to exercise corporate trust powers and shall
be rated at least "A" by S&P and "A2" by Moody's, unless and to the extent
Rating Agency Confirmation is obtained.

                  SECTION 7.6 RESIGNATION AND REMOVAL OF THE TRUSTEE 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 Servicer and the Rating Agencies; provided that such
resignation shall not be effective until its successor shall have accepted the
appointment. Upon receiving such notice of resignation, the Depositor will
promptly appoint a successor trustee or paying agent, as the case may be, except
in the case of the initial Trustee, in which case both shall be so replaced but
may be replaced under this paragraph sequentially, by written instrument, one
copy of which instrument shall be delivered to the resigning Trustee, one copy
to the successor trustee and one copy to each of the Master Servicer, the Paying
Agent and the Rating Agencies. If no successor trustee 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



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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.

                  (c) [Reserved].

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

                  (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee 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.

                  (f) 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



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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. 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



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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 the Master Servicer or a 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:



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

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

                        (iii) no trustee or custodian hereunder shall be
personally liable by reason of any act or omission of any other trustee or
custodian hereunder; and

                        (iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal Amount of
the Certificates then outstanding may at any time accept the resignation of or
remove any separate trustee, co-trustee or custodian, so appointed by it or
them, if such resignation or removal does not violate the other terms of this
Agreement.

                  (d) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.

                  (e) Any separate trustee, co-trustee or custodian may, at any
time, constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

                  (f) No separate trustee, co-trustee or custodian hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 7.5 hereof and no notice to 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.



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                  (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.



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                  SECTION 7.11 INDEMNIFICATION OF TRUSTEE AND THE PAYING AGENT.

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



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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 directors, officers, employees or agents or Controlling Person
may become subject under the 1933 Act, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Private Placement
Memorandum, the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Prospectus, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made, not misleading and shall reimburse the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees, agents or Controlling Person for any legal and
other expenses reasonably incurred by the Trustee, the Certificate Registrar or
the Paying Agent, as the case may be, or any such director, officer, employee,
agent or Controlling Person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action; provided, that the
Depositor shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission made in any such Private
Placement Memorandum, Preliminary Prospectus Supplement, Final Prospectus
Supplement or Prospectus in reliance upon and in conformity with written
information concerning the Trustee, the 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 case
of the Trustee in the third, fourth, fifth and sixth sentences under the caption
entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Paying Agent,
Certificate Registrar and Authenticating Agent" and in the case of the Paying
Agent, the third, fourth, fifth and sixth sentences under the "DESCRIPTION OF
THE OFFERED CERTIFICATES--The Trustee, The Paying Agent, Certificate Registrar
and the 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 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 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 (other than the
portion thereof constituting the Paying Agent Fee) and the Paying Agent shall be
entitled to receive the Paying Agent Fee, pursuant to Section 5.3(b)(ii) (which
shall not be limited by any provision of law with respect to



                                     -139-
<PAGE>



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 Master
Servicer, the Trustee or the Paying Agent, as the case may be, shall request the
Master Servicer to make such distribution as promptly as practicable or legally
permitted. If the Trustee or the Paying Agent, as the case may be, shall
subsequently receive any such amount, it may withdraw such request.

                  SECTION 7.14 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

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



                                     -140-
<PAGE>




                  (b) Notwithstanding the above, the Trustee (A) may, if the
Trustee is unwilling to so act, or (B) shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint any
established commercial or multifamily mortgage finance institution, servicer or
special servicer or mortgage servicing institution having a net worth of not
less than $15,000,000, meeting such other standards for a successor servicer as
are set forth in this Agreement and with respect to which Rating Agency
Confirmation is obtained, as the successor to the Master Servicer hereunder in
the assumption of all of the responsibilities, duties or liabilities of a
servicer as Master Servicer hereunder. Pending any such appointment, the Trustee
shall act in such capacity as hereinabove provided. Any entity designated by the
Trustee as successor Master Servicer may be an Affiliate of the Trustee;
provided that, such Affiliate must meet the standards for the Master Servicer as
set forth herein. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree subject to
Section 8.10. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The
Master Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume the Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor servicer shall be deemed to
be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

                  (c) On and after the time GMAC Commercial Mortgage
Corporation, in its capacity as special servicer, is terminated pursuant to this
Agreement, in accordance with Section 9.30, the Trustee, subject to the
Operating Adviser's right to appoint a successor and the right of the terminated
Special Servicer to solicit bids from potential successor Special Servicers,
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 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




                                     -141-
<PAGE>



Trustee shall have the same limitations on liability granted to such Special
Servicer in this Agreement. As compensation therefor, the Trustee shall be
entitled to receive all the compensation payable to such Special Servicer set
forth in this Agreement, including, without limitation the Special Servicer
Compensation due to such Special Servicer (other than any Work-Out Fee payable
pursuant to Section 9.11).

                  On and after the time Pacific Life Insurance Company, in its
capacity as special servicer, is terminated pursuant to this Agreement or the
related A/B Mortgage Loan Intercreditor Agreement, and subject to the terms of
such A/B Mortgage Loan Intercreditor Agreement, GMAC Commercial Mortgage
Corporation shall be designated as the successor Special Servicer in respect of
Mortgage Loan No. 1, provided that GMAC Commercial Mortgage Corporation is still
a Special Servicer hereunder, it is on S&P's approved special servicer list and
it is rated at least "CSS2" by Fitch Ratings.

                  (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 related Special Servicer hereunder in the
assumption of all of the responsibilities, duties or liabilities of a special
servicer as Special Servicer hereunder. Pending any such appointment, the
Trustee shall act in such capacity as hereinabove provided. Any entity
designated by the Trustee as successor Special Servicer may be an Affiliate of
the Trustee; provided that, such Affiliate must meet the standards for a
successor Special Servicer set forth herein. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree; provided that no such compensation shall be in excess of that permitted
to the Special Servicer under this Agreement. The Trustee and such successor
shall take such actions, consistent with this Agreement as shall be necessary to
effectuate any such succession. The related Special Servicer shall cooperate
with the Trustee and any successor Special Servicer in effecting the termination
of the Special Servicer's responsibilities and rights under this Agreement,
including, without limitation, notifying Mortgagors of Specially Serviced
Mortgage Loans of the assignment of the special servicing function and providing
the Trustee and successor Special Servicer all documents and records in its
possession in electronic or other form reasonably requested by the successor
Special Servicer to enable the successor Special Servicer to assume the Special
Servicer's functions hereunder and the transfer to the Trustee or such successor
Special Servicer of all amounts which shall at the time be or should have been
deposited by the related Special Servicer in the Certificate Account and any
other account or fund maintained with respect to the Certificates or thereafter
be received by the related 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 related Special Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the related 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



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submission of an invoice with respect thereto but only to the extent such
expenses have not been reimbursed by the related Special Servicer as provided
herein; and such expenses paid by the Trust shall be deemed to be an Additional
Trust Expense.

                  SECTION 7.15 NOTIFICATION TO HOLDERS. Upon termination of the
Master Servicer, the Paying Agent or a Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or a 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 to the Master
Servicer, the Special Servicers, the Depositor and the Paying Agent as of the
Closing Date 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



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<PAGE>



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 to the
Master Servicer, the Special Servicers, the Depositor and the Trustee as of the
Closing Date 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



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

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

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

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



                                     -145-
<PAGE>



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

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

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

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

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

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

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

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  SECTION 8.1 SERVICING STANDARD; SERVICING DUTIES.

                  (a) Subject to the express provisions of this Agreement, for
and on behalf of the Trust and for the benefit of the Certificateholders as a
whole, and, solely as it relates to any A/B Mortgage Loan and Loan Pair, for the
benefit of the holder of the related B Note and Companion Loan, the Master
Servicer shall service and administer the Mortgage Loans, any B Note and any
Companion Loan in accordance with the Servicing Standard and the terms of this
Agreement. Certain of the provisions of this Article VIII make explicit
reference to their applicability to Mortgage Loans, any B Note and any Companion
Loan; notwithstanding such explicit references, references to "Mortgage Loans"
contained in this Article VIII, unless otherwise specified, shall be construed
to refer also to such B Note and Companion Loan (but any other terms that are
defined in Article I and used in this Article VIII shall be construed according
to such definitions without regard to this sentence). The provisions of this
Article VIII are subject to Section 1.4(f) herein.



                                     -146-
<PAGE>



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

                  (b) The Master Servicer, in the case of an event specified in
clause (x) of this subclause (b), and the related Special Servicer, in the case
of an event specified in clause (y) of this subclause (b), shall each send a
written notice to the other and to the Trustee and the Paying Agent, the
Operating Adviser, each Seller, in the case of an A/B Mortgage Loan, the holder
of the related B Note and, in the case of a Loan Pair, the holder of the related
Companion Loan, within two Business Days after becoming aware (x) that a
Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y)
that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice
shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subclause (b) above, the Servicing Transfer
Event that occurred.

                  (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer or
the Primary Servicer shall notify the Special Servicer to such effect and the
Master Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of such Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to
which the Trust is entitled thereunder. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any
such claim shall be paid by, and reimbursable to, the Master Servicer as a
Servicing Advance.

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

                  SECTION 8.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE
POLICY MAINTAINED BY THE MASTER SERVICER. The Master Servicer, at its expense,
shall maintain in effect a Servicer Fidelity Bond and a Servicer Errors and
Omissions Insurance Policy. The Servicer Errors and Omissions Insurance Policy
and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the
Master Servicer self insures as provided below) and be in form and amount
consistent with the Servicing Standard. In the event that any such Servicer
Errors and Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in
effect, the Master Servicer shall obtain a comparable replacement policy or bond
from an insurer or issuer meeting the requirements set forth above as of the
date of such replacement. So long as the long-term rating of the Master Servicer
is not in any event less than "BBB" as rated by S&P and "Baa1" as rated



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<PAGE>



by Moody's, respectively, the Master Servicer may self-insure for the Servicer
Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.

                  SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

                  (a) The Master Servicer shall service and administer the
Mortgage Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article
XII hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement (and in the
case of any A/B Mortgage Loan and Loan Pair, subject to the applicable
Intercreditor Agreement), such power and authority shall include, without
limitation, the right, subject to the terms hereof, (A) to execute and deliver,
on behalf of the Certificateholders (and in connection with any B Note, the
holder of the B Note and, in connection with any Loan Pair, the holder of the
Companion Loan) and the Trustee, customary consents or waivers and other
instruments and documents (including, without limitation, estoppel certificates,
financing statements, continuation statements, title endorsements and reports
and other documents and instruments necessary to preserve and maintain the lien
on the related Mortgaged Property and related collateral), (B) to consent to
assignments and assumptions or substitutions, and transfers of interest of any
Mortgagor, in each case subject to and in accordance with the terms of the
related Mortgage Loan and Section 8.7, (C) to collect any Insurance Proceeds,
(D) subject to Section 8.7, to consent to any subordinate financings to be
secured by any related Mortgaged Property to the extent that such consent is
required pursuant to the terms of the related Mortgage or which otherwise is
required, and, subject to Section 8.7, to consent to any mezzanine debt to the
extent such consent is required pursuant to the terms of the related Mortgage;
(E) to consent to the application of any proceeds of insurance policies or
condemnation awards to the restoration of the related Mortgaged Property or
otherwise and to administer and monitor the application of such proceeds and
awards in accordance with the terms of the Mortgage Loan as the Master Servicer
deems reasonable under the circumstances, (F) to execute and deliver, on behalf
of the Certificateholders (and, if applicable, the holder of the B Note and the
Companion Loan) and the Trustee, documents relating to the management,
operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties, including agreements and requests by the Mortgagor with respect to
modifications of the standards of operation and management of the Mortgaged
Properties or the replacement of asset managers, (G) to consent to any operation
or action under a Mortgage Loan that is contemplated or permitted under a
Mortgage or other documents evidencing or securing the applicable Mortgage Loan
(either as a matter of right or upon satisfaction of specified conditions), (H)
to obtain, release, waive or modify any term other than a Money Term of a
Mortgage Loan and related documents subject to and to the extent permitted by
Section 8.18, (I) to exercise all rights, powers and privileges granted or
provided to the holder of the Mortgage Notes, any Companion Loan and any B Note
under the terms of the Mortgage, including all rights of consent or approval
thereunder, (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



                                     -148-
<PAGE>



execute and deliver, on behalf of itself, the Trustee, the Trust (and, if
applicable, the holders of the B Note and Companion Loan) or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Properties, and (M) hold in
accordance with the terms of any Mortgage Loan and this Agreement, Defeasance
Collateral. Notwithstanding the above, the Master Servicer shall have no power
to (i) waive any Prepayment Premiums or (ii) consent to any modification of a
Money Term of a Mortgage Loan. Nothing contained in this Agreement shall limit
the ability of the Master Servicer to lend money to (to the extent not secured,
in whole or in part, by any Mortgaged Property), accept deposits from and
otherwise generally engage in any kind of business or dealings with any
Mortgagor as though the Master Servicer was not a party to this Agreement or to
the transactions contemplated hereby; provided, however, that this sentence
shall not modify the Servicing Standard.

                  (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all calculations and prepare all reports
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances (but not on any B Note) as set forth herein and render
such incidental services with respect to such Specially Serviced Mortgage Loans,
all as are specifically provided for herein, but shall have no other servicing
or other duties with respect to such Specially Serviced Mortgage Loans. The
Master Servicer shall give notice within three Business Days to the Special
Servicer of any collections it receives from any Specially Serviced Mortgage
Loans, subject to changes agreed upon from time to time by the Special Servicer
and the Master Servicer. The Special Servicer shall instruct within one Business
Day after receiving such notice the Master Servicer on how to apply such funds.
The Master Servicer within one Business Day after receiving such instructions
shall apply such funds in accordance with the Special Servicer's instructions.
Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall
continue as such until such Mortgage Loan becomes a Rehabilitated Mortgage Loan.
The Master Servicer shall not be required to initiate extraordinary collection
procedures or legal proceedings with respect to any Mortgage Loan or to
undertake any pre-foreclosure procedures.

                  (c) Concurrently with the execution of this Agreement, the
Trustee will sign the Power of Attorney attached hereto as Exhibit S-1. The
Master Servicer, shall promptly notify the Trustee of the execution and delivery
of any document on behalf of the Trustee under such Power-of-Attorney. From time
to time until the termination of the Trust, upon receipt of additional
unexecuted powers of attorney from the Master Servicer or the Special Servicer,
the Trustee shall execute and return to the Master Servicer, the Special
Servicer or the Primary Servicer any additional powers of attorney and other
documents necessary or appropriate to enable the Master Servicer and the Special
Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance,
repair, leasing or marketing of the Mortgaged Properties. The Master Servicer
shall indemnify the Trustee for any costs, liabilities and expenses (including
attorneys' fees) incurred by the Trustee in connection with the intentional or
negligent misuse of such power of attorney by the Master Servicer.
Notwithstanding anything contained herein to the contrary,



                                     -149-
<PAGE>



neither the Master Servicer nor the Special Servicer shall without the Trustee's
written consent: (i) initiate any action, suit or proceeding solely under the
Trustee's name without indicating the Master Servicer's or Special Servicer's,
as applicable, representative capacity, or (ii) knowingly take any action that
causes the Trustee to be registered to do business in any state, provided,
however, that the preceding clause (i) shall not apply to the initiation of
actions relating to a Mortgage Loan that the Master Servicer or the Special
Servicer, as the case may be, is servicing pursuant to its respective duties
herein (in which case the Master Servicer or the Special Servicer, as the case
may be, shall give three (3) Business Days prior notice to the Trustee of the
initiation of such action). The limitations of the preceding clause shall not be
construed to limit any duty or obligation imposed on the Trustee under any other
provision of this Agreement.

                  (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

                  (e) The Master Servicer (or the Primary Servicer on its
behalf) shall segregate and hold all funds collected and received pursuant to
any Mortgage Loan constituting Escrow Amounts separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
segregated custodial accounts (each, an "Escrow Account") into which all Escrow
Amounts shall be deposited within one (1) Business Day after receipt. Each
Escrow Account shall be an Eligible Account, except with respect to Mortgage
Loans identified on Schedule III for which Escrow Accounts shall be transferred
to Eligible Accounts at the earliest date permitted under the related Mortgage
Loan documents. The Master Servicer shall also deposit into each Escrow Account
any amounts representing losses on Eligible Investments pursuant to the
immediately succeeding paragraph and any Insurance Proceeds or Liquidation
Proceeds which are required to be applied to the restoration or repair of any
Mortgaged Property pursuant to the related Mortgage Loan. Each Escrow Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard. Withdrawals from an Escrow
Account may be made only:

                        (i) to effect timely payments of items constituting
Escrow Amounts for the related Mortgage Loan;

                        (ii) to transfer funds to the Certificate Account (or
any sub-account thereof) to reimburse the Master Servicer for any Advance
relating to Escrow Amounts, but only from amounts received with respect to the
related Mortgage Loan which represent late collections of Escrow Amounts
thereunder;

                        (iii) for application to the restoration or repair of
the related Mortgaged Property in accordance with the related Mortgage Loan and
the Servicing Standard;

                        (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;

                        (v) to pay from time to time to the related Mortgagor
any interest or investment income earned on funds deposited in the Escrow
Account if such income is required



                                     -150-
<PAGE>



to be paid to the related Mortgagor under applicable law or by the terms of the
Mortgage Loan, or otherwise to the Master Servicer; and

                        (vi) to remove any funds deposited in a Escrow Account
that were not required to be deposited therein or to refund amounts to the
Mortgagors determined to be overages.

                  Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more
Eligible Investments; provided, however, that such funds shall be either (x)
immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization of such
loss. The Master Servicer shall not direct the investment of funds held in any
Escrow Account and retain the income and gain realized therefrom if the terms of
the related Mortgage Loan or applicable law permit the Mortgagor to be entitled
to the income and gain realized from the investment of funds deposited therein,
and the Master Servicer shall not be required to invest amounts on deposit in
Escrow Accounts in Eligible Investments or Eligible Accounts to the extent that
the Master Servicer is required by either law or under the terms of any related
Mortgage Loan to deposit or invest (or the Mortgagor is entitled to direct the
deposit or investment of) such amounts in another type of investments or
accounts. In the event the Master Servicer is not entitled to direct the
investment of such funds, (1) the Master Servicer shall direct the depository
institution or trust company in which such Escrow Accounts are maintained to
invest the funds held therein in accordance with the Mortgagor's written
investment instructions, if the terms of the related Mortgage Loan or applicable
law require the Master Servicer to invest such funds in accordance with the
Mortgagor's directions; and (2) in the absence of appropriate written
instructions from the Mortgagor, the Master Servicer shall have no obligation
to, but may be entitled to, direct the investment of such funds; provided,
however, that in either event (i) such funds shall be either (y) immediately
available or (z) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established, and (ii) the Master Servicer shall have no liability for any loss
in investments of such funds that are invested pursuant to written instructions
from the Mortgagor.

                  (f) The relationship of each of the Master Servicer and the
Special 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 Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by the Master
Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required
pursuant to



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the related Mortgage Loan documents. The Master Servicer shall apply the funds
deposited in such accounts in accordance with terms of the related Mortgage Loan
documents, any Lock-Box Agreement and in accordance with the Servicing Standard.

                  (h) The Master Servicer or the Primary Servicer on its behalf
shall process all defeasances of Mortgage Loans in accordance with the terms of
the Mortgage Loan documents, and shall be entitled to any fees paid relating
thereto. The Master Servicer shall not permit defeasance (or partial defeasance
if permitted under the Mortgage Loan) of any Mortgage Loan on or before the
second anniversary of the Closing Date unless such defeasance will not result in
an Adverse REMIC Event and the Master Servicer has received an opinion of
counsel to such effect and all items in the following sentence have been
satisfied. Subsequent to the second anniversary of the Closing Date, the Master
Servicer, in connection with the defeasance of a Mortgage Loan shall require (to
the extent it is not inconsistent with the Servicing Standard) that: (i) the
defeasance collateral consists of U.S. Treasury obligations, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event, (iii) either (A) the related Mortgagor designates a Single-Purpose Entity
(if the Mortgagor no longer complies) to own the Defeasance Collateral (subject
to customary qualifications) or (B) the Master Servicer has established a
Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) the Master Servicer has requested and received from the
Mortgagor (A) an opinion of counsel that the Trustee will have a perfected,
first priority security interest in such Defeasance Collateral and (B) written
confirmation from a firm of independent accountants stating that payments made
on such Defeasance Collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan (or the defeased portion thereof in
connection with a partial defeasance) in full on or before its Maturity Date
(or, in the case of the ARD Loan, on or before its Anticipated Repayment Date)
and to timely pay each subsequent Scheduled Payment, (v)(A) a Rating Agency
Confirmation is received if the Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) has a Principal Balance greater than
the lesser of $20,000,000 and 5% of the Aggregate Certificate Balance (or such
higher threshold as shall be published by S&P), unless such Rating Agency has
waived in writing such Rating Agency Confirmation requirement or (B) if the
Mortgage Loan is less than or equal to both of the amounts set forth in clause
(A), either a Notice and Certification in the form attached hereto as Exhibit Z
(or such less restrictive form as shall be adopted by S&P) or a Rating Agency
Confirmation is received from S&P and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the Master Servicer pursuant to this Section 8.3(h) shall be paid by the
Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note
or other pertinent document, if so allowed by the terms of such documents.

                  The parties hereto acknowledge that, (a) if the payments
described in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance of the related Mortgage Loan are insufficient to
reimburse the Trust, or (b) if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then in either case the sole obligation of the
related Seller shall be to pay an amount equal to such



                                     -152-
<PAGE>




insufficiency or expense to the extent the related Mortgagor is not required to
pay them. Promptly upon receipt of notice of such insufficiency or unpaid
expense, the Master Servicer shall request the related Seller to make such
payment by deposit to the Certificate Account.

                  In the case of a Specially Serviced Mortgage Loan, the Master
Servicer shall process any defeasance of such Specially Serviced Mortgage Loan
in accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

                  (i) The Master Servicer shall, as to each Mortgage Loan which
is secured by the interest of the related Mortgagor under a ground lease,
confirm whether or not on or prior to the date that is thirty (30) days after
the Closing Date, the Mortgage Loan Seller has notified the related ground
lessor of the transfer of such Mortgage Loan to the Trust pursuant to this
Agreement and informed such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to the Master Servicer (as
evidenced by delivery of a copy thereof to the Master Servicer). The Master
Servicer shall promptly notify the ground lessor if the Mortgage Loan Seller has
failed to do so by the thirtieth day after the Closing Date.

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

                  (k) Pursuant to each Loan Pair Intercreditor Agreement, the
owner of the related Companion Loan has agreed that the Master Servicer and the
related Special Servicer are authorized and obligated to service and administer
the Companion Loan pursuant to this Agreement. The Master Servicer and the
Trustee are authorized and directed to execute and deliver to the holder of the
Companion Loan the letter agreement dated as of the Closing Date, and references
herein to the related Loan Pair Intercreditor Agreement shall be construed to
refer to such Loan Pair Intercreditor Agreement and such letter agreement taken
together.

                  SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.



                                     -153-
<PAGE>



                  (a) The parties hereto (A) acknowledge that the Master
Servicer has delegated certain of its obligations and assigned certain of its
rights under this Agreement to the Primary Servicer pursuant to the Primary
Servicing Agreement; and (B) agree: (1) in addition to those obligations
specifically delegated by the Master Servicer to the Primary Servicer under the
applicable Primary Servicing Agreement, the Primary Servicer shall also perform
the Master Servicer's obligations set forth in Section 2.1(d) of this Agreement
as such Section relates to the Mortgage Loans serviced by it; (2) in addition to
those rights specifically granted by the Master Servicer to the Primary Servicer
under the Primary Servicing Agreement, those rights set forth in Section 8.24
hereof accruing to the benefit of the Master Servicer shall also accrue to the
benefit of the Primary Servicer; (3) any indemnification or release from
liability set forth in this Agreement accruing to the benefit of the Master
Servicer shall also, to the extent applicable, benefit the Primary Servicer; and
(4) for each notice, certification, report, schedule, statement or other type of
writing that a party hereto is obligated to deliver to the Master Servicer, such
party shall deliver to the Primary Servicer a copy of such notice,
certification, report, schedule, statement or other type of writing at the time
and in the same manner that any of the foregoing is required to be delivered to
the Master Servicer. Notwithstanding the provisions of any Primary Servicing
Agreement or any other provisions of this Agreement, the Master Servicer shall
remain obligated and liable to the Trustee, the Paying Agent, the Special
Servicers, the Certificateholders, the holder of any Companion Loan and the
holder of any B Note for servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement to the same extent as if the
Master Servicer was alone servicing and administering the Mortgage Loans. The
Master Servicer or Primary Servicer shall supervise, administer, monitor,
enforce and oversee the servicing of the applicable Mortgage Loans by any
Sub-Servicer appointed by it. The terms of any arrangement or agreement between
the Master Servicer or Primary Servicer and a Sub-Servicer shall provide that
such agreement or arrangement may be terminated, without cause and without the
payment of any termination fees, by the Trustee in the event such Master
Servicer or Primary Servicer is terminated in accordance with this Agreement or
the Primary Servicing Agreement. In addition, none of the Trustee, the Paying
Agent, the Certificateholders, the holder of any Companion Loan or the holder of
any B Note shall have any direct obligation or liability (including, without
limitation, indemnification obligations) with respect to any Sub-Servicer. The
Master Servicer or Primary Servicer shall pay the costs of enforcement against
any of its Sub-Servicers at its own expense, but shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement only to the
extent that such recovery exceeds all amounts due in respect of the related
Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys
fees against the party against whom such enforcement is directed.
Notwithstanding the provisions of any primary servicing agreement or
sub-servicing agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or Primary Servicer or a
Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise,
the Master Servicer or Primary Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicers 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 Primary Servicing Agreement without diminution of such
obligation or liability by virtue of indemnification from a Sub-Servicer and to
the same extent and under the same terms and conditions as if the Master
Servicer or Primary Servicer alone were servicing and administering the Mortgage
Loans.



                                     -154-
<PAGE>



                  (b) Subject to the limitations of subsection (a), the Master
Servicer and Primary Servicer may appoint one or more sub-servicers (each, a
"Sub-Servicer") to perform all or any portion of its duties hereunder for the
benefit of the Trustee and the Certificateholders, provided, however, that any
decision or recommendation involving the exercise of the Primary Servicer's
discretion as a "lender" under any loan document with respect to a Mortgage Loan
shall be exercised only by the Primary Servicer and may not be delegated to a
Sub-Servicer.

                  The Master Servicer shall enter into the Primary Servicing
Agreement with the Primary Servicer and shall not terminate such agreement
except in accordance with the terms thereof. To the extent consistent with the
rights of the Primary Servicer under this Agreement and the Primary Servicing
Agreement, but not in limitation of any other rights granted to the Primary
Servicer in this Agreement and/or in the Primary Servicing Agreement, the
Primary 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) the Primary Servicer's rights and obligations
under its Primary Servicing Agreement and Pacific Life Insurance Company's
rights and obligations as a primary servicer under its related primary servicing
agreement, as applicable, shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that such primary
servicing agreement has not been terminated in accordance with its provisions;
(ii) any successor Master Servicer, including, without limitation, the Trustee
(if it assumes the servicing obligations of the Master Servicer) shall be deemed
to automatically assume and agree to each of the then current primary servicing
agreements without further action upon becoming the successor Master Servicer
and (iii) this Agreement may not be modified in any manner which would increase
the obligations or limit the rights of a Primary Servicer or Pacific Life
Insurance Company (or any successor primary servicer for Mortgage Loan No. 1),
as primary servicer, hereunder and/or under their respective primary servicing
agreements, without the prior written consent of such Primary Servicer (which
consent shall not be unreasonably withheld).

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

                  Notwithstanding any provision of this Agreement, each of the
parties hereto acknowledges and agrees that each Special Servicer is neither a
party to the Primary Servicing Agreement, nor is it bound by any provision of
the Primary Servicing Agreement. Each Special Servicer hereby acknowledges the
delegation of rights and duties hereunder by the Master Servicer pursuant to the
provisions of the Primary Servicing Agreement. Each of the parties hereto
acknowledges the delegation of rights (including rights of reimbursement of B
Note P&I Advances) and duties by the Master Servicer to Pacific Life Insurance
Company (or any successor primary servicer for Mortgage Loan No. 1), as primary
servicer, pursuant to the provisions of the primary servicing agreement dated as
of the date hereof between the Master Servicer and Pacific Life Insurance
Company, as primary servicer thereunder, and that in such capacity, Pacific Life
Insurance Company will not be a "Sub-Servicer" as defined hereunder.



                                     -155-
<PAGE>



                  Notwithstanding any provision of this Agreement, the parties
hereto agree that Pacific Life Insurance Company (or any successor primary
servicer for Mortgage Loan No. 1), as primary servicer, is required under its
primary servicing agreement to make B Note P&I Advances on the B Note, subject
to a determination of recoverability in accordance with the provisions of this
Agreement, which determination may be relied upon by the Master Servicer. If
Pacific Life Insurance Company (or any successor primary servicer for Mortgage
Loan No. 1), as primary servicer, fails to make such a B Note P&I Advance, the B
Note Trustee (and not the Master Servicer) shall be required to make such B Note
P&I Advance, subject to a determination of recoverability. If the B Note Trustee
makes such a B Note P&I Advance, the Trustee shall provide notice thereof to the
Master Servicer. It is acknowledged that the B Note Trustee shall continue to
make such B Note P&I Advances pursuant to the B Note Trust Agreement until a
successor primary servicer (which may be the Master Servicer) is named or the B
Note Trustee makes its own determination that a previously made B Note P&I
Advance would, if made, constitute (or a previously made B Note P&I Advance
constitutes) a Nonrecoverable Advance. If Pacific Life Insurance Company (or any
successor primary servicer for Mortgage Loan No. 1) is terminated pursuant to
the primary servicing agreement, then the Master Servicer shall use reasonable
efforts to engage a successor primary servicer within 30 days, which engagement
shall be subject to the receipt of a Rating Agency Confirmation and confirmation
in writing from each rating agency of the securitization of the B Note that such
successor primary servicer will not result in a qualification, downgrade or
withdrawal of the then-current ratings of the related securites, the expenses of
such rating agency confirmations to be paid by the terminated primary servicer.

                  SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master
Servicer and any Primary Servicer and any agent of the Master Servicer or
Primary Servicer in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not the
Master Servicer or such agent. Any such interest of the Master Servicer or
Primary Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Master Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of
whether such actions may have the effect of benefiting the Class or Classes of
Certificates owned by the Master Servicer.

                  SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE,
TAXES AND OTHER. Subject to the limitations set forth below, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any REO
Mortgage Loan) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such Mortgage Loan, but, in any event,
in an amount sufficient to avoid the application of any co-insurance clause and
(B) any other insurance coverage for a Mortgage Loan which the related Mortgagor
is required to maintain under the related Mortgage, provided the Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property
unless such insurance was required at origination and is available at
commercially reasonable rates; provided, however, that the Special Servicer
shall have the right, but not the duty, to obtain, at the Trust's expense,
earthquake insurance on any Mortgaged Property securing a Specially Serviced
Mortgage Loan or an REO Property so long as such insurance is available at
commercially reasonable rates. If the related Mortgagor does not



                                     -156-
<PAGE>



maintain the insurance set forth in clauses (A) and (B) above, then the Master
Servicer shall cause to be maintained such insurance with a Qualified Insurer.

                  Each Standard Hazard Insurance Policy maintained with respect
to any Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.

                  Any cost incurred by the Master Servicer in maintaining any
insurance pursuant to this Section 8.6 shall not, for the purpose of calculating
monthly distributions to the Certificateholders or remittances to the Paying
Agent for their benefit, be added to the Principal Balance of the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan permit such cost to be added
to the outstanding Principal Balance thereof. Such costs shall be paid as a
Servicing Advance by the Master Servicer, subject to Section 4.4 hereof.

                  Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master
Servicer shall not be required in any event to cause the Mortgagor to maintain
or itself obtain insurance coverage beyond what is available on commercially
reasonable terms (as determined by the Master Servicer, which shall be entitled
to rely on insurance consultants in making such determination, consistent with
the Servicing Standard) at a cost customarily acceptable and consistent with the
Servicing Standard, it being understood that the cost for terrorism insurance to
the Mortgagor under Mortgage Loan No. 1 that is specified in the Mortgage Loan
documents will be deemed to be customarily acceptable for the Mortgaged
Property, and the Master Servicer will be obligated to enforce the provisions
set forth therein.

                  The Master Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 8.6 either (i) if the
Master Servicer shall have obtained and maintained a master force placed or
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer or (ii) if the Master Servicer, provided that its long-term rating is
not less than "A" by S&P and "A2" by Moody's, self-insures for its obligations
as set forth in the first paragraph of this Section 8.6. In the event that the
Master Servicer shall



                                     -157-
<PAGE>



cause any Mortgage Loan to be covered by such a master force placed or blanket
insurance policy, the incremental cost of such insurance allocable to such
Mortgage Loan (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgage Loan is then covered thereby), if not borne
by the related Mortgagor, shall be paid by the Master Servicer as a Servicing
Advance. If such policy contains a deductible clause, the Master Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 8.6 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

                  With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the Master Servicer
(other than with respect to REO Mortgage Loans) shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage Loans under which Escrow Amounts are not held by the Master
Servicer, effect payment of all such bills, taxes and other assessments with
respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Amounts as
allowed under the terms of the related Mortgage Loan. If a Mortgagor fails to
make any such payment on a timely basis or collections from the Mortgagor are
insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer in accordance with the Servicing Standard shall use
its reasonable efforts to pay as a Servicing Advance the amount necessary to
effect the payment of any such item prior to such penalty or termination date,
subject to Section 4.4 hereof. No costs incurred by the Master Servicer 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 the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, the Master Servicer shall obtain relevant information for


                                      -158-
<PAGE>


purposes of evaluating such request. For the purpose of the foregoing sentence,
the term `expressly permits' shall include outright permission to assign,
permission to assign upon satisfaction of certain conditions or prohibition
against assignment except upon the satisfaction of stated conditions. If the
Master Servicer recommends to approve such assignment, the Master Servicer shall
provide to the Special Servicer (and solely with respect to any A/B Mortgage
Loan, the holder of the B Note) a copy of such recommendation and the materials
upon which such recommendation is based (which information shall consist of the
information to be included in the Assignment and Assumption Submission to
Special Servicer, in the form attached hereto as Exhibit U) and (A) the Special
Servicer shall have the right hereunder to grant or withhold consent to any such
request for such assignment and assumption in accordance with the terms of the
Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete 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 and (C) the
Master Servicer shall not permit any such assignment or assumption unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. The Special
Servicer hereby acknowledges the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of the Primary Servicing
Agreement. If the Special Servicer withholds consent pursuant to the provisions
of this Agreement, it shall provide the Master Servicer or the Primary Servicer
with a written statement and a verbal explanation as to its reasoning and
analysis. Upon consent or deemed consent by the Special Servicer to such
proposed assignment and assumption, the Master Servicer shall process such
request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or create any lien on a
Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. To the extent permitted by applicable law, the Master Servicer shall
not enter into such an assumption or substitution agreement unless the credit
status of the prospective new Mortgagor is in conformity to the terms of the
related Mortgage Loan documents. In making its recommendation, the Master
Servicer shall evaluate such conformity in accordance with the Servicing
Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the
Special Servicer of any assignment and assumption or substitution agreement
executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled
to (as additional servicing compensation) 50% of any assumption fee collected
from a Mortgagor in connection with an assignment and assumption or substitution
of a non-Specially Serviced Mortgage Loan executed pursuant to this Section
8.7(a) and the Special Servicer shall be entitled to (as additional special
servicing compensation) the other 50% of such fee.



                                      -159-
<PAGE>


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

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

         Neither the Master Servicer nor the Special Servicer shall have any
liability, and shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for
assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

         (b)    Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a
Specially Serviced Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, which by its terms (i) provides that such Mortgage Loan
shall (or may at the mortgagee's option) become due and payable upon the sale of
the related Mortgaged Property, or (ii) provides that such Mortgage Loan may not
be assumed without the consent of the related mortgagee in connection with any
such sale or other transfer, then, the Master Servicer shall review and make a
determination to either (i) enforce such due-on-sale clause or (ii) if in the
best economic interest of the Trust, waive the effect of such provision, such
waiver to be processed in the same manner as in Section 8.7(a); provided,
however, that if the Principal Balance of such Mortgage Loan (together with any
other Mortgage Loan with which it is cross-collateralized) at such time equals
or exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, the Master Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Master Servicer shall prepare and deliver to S&P and Moody's a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Master Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Special Servicer, the Paying
Agent and the Trustee, and the Master Servicer shall promptly thereafter forward
such documents to the Rating Agencies. The Special Servicer and the Master
Servicer shall each be entitled to (as additional compensation) 50% of any fee
collected from a Mortgagor in connection with the granting or withholding such
consent.


                                      -160-
<PAGE>


         (c)  The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor; provided, however, that if (i) the Principal
Balance of such Mortgage Loan (together with any other Mortgage Loan with which
it is cross-collateralized) at such time equals or exceeds 5% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by Principal
Balance) in the pool, and (ii) the transfer is of an interest in the Mortgagor
greater than 49%, then prior to consenting, the Master Servicer shall obtain a
Rating Agency Confirmation regarding such consent, the costs of which to be
payable by the related Mortgagor to the extent provided for in the Mortgage Loan
documents. The Master Servicer shall be entitled to collect and receive from
Mortgagors any customary fees in connection with such transfers of interest as
additional servicing compensation.

         (d)  The Trustee for the benefit of the Certificateholders, the holder
of any Companion Loan and the holder of any B Note shall execute any necessary
instruments in the form presented to it by the Master Servicer (pursuant to
subsection (a)) or the Special Servicer (pursuant to subsection (b)) for such
assignments and assumptions agreements. Upon the closing of the transactions
contemplated by such documents, the Master Servicer or the Special Servicer, as
the case may be, shall cause the originals of the assignment and assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Loan to be delivered to the Trustee except to the extent such documents
have been submitted to the recording office, in which event the Master Servicer
shall promptly deliver copies of such documents to the Trustee and the Special
Servicer.

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

              (i) provides that such Mortgage Loan shall (or may at the
     mortgagee's option) become due and payable upon the creation of any
     additional lien or other encumbrance on the related Mortgaged Property or a
     lien on the ownership interest in the Mortgagor; or

              (ii) requires the consent of the Mortgagee to the creation of any
     such additional lien or other encumbrance on the related Mortgaged
     Property,

then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, the following
paragraph and Section 8.18 hereof. The Master Servicer shall not waive the
effect of such provision without first obtaining Rating Agency Confirmation
regarding such waiver and complying with the provisions of the next succeeding
paragraph.

         Without limiting the generality of the preceding paragraph, in the
event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master



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<PAGE>


Servicer shall obtain relevant information for purposes of evaluating such
request for a waiver. If the Master Servicer recommends to waive such clause,
the Master Servicer shall provide to the Special Servicer a copy of such
recommendation and the materials upon which such recommendation is based (which
information shall consist of the information to be included in the Additional
Lien, Monetary Encumbrance and Mezzanine Financing Submission Package to the
Special Servicer, in the form attached hereto as Exhibit V) and (A) the Special
Servicer shall have the right hereunder to grant or withhold consent to any such
request in accordance with the terms of the Mortgage Loan and this Agreement,
and the Special Servicer shall not unreasonably withhold such consent and any
such decision of the Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the Special Servicer to notify the Master Servicer in
writing, within five (5) Business Days following the Master Servicer's delivery
of the recommendation described above and the complete Additional Lien, Monetary
Encumbrance and Mezzanine Financing Submission Package to the Special Servicer
on which the recommendation is based, of its determination to grant or withhold
such consent shall be deemed to constitute a grant of such consent and (C) the
Master Servicer shall not permit any such waiver unless it has received the
written consent of the Special Servicer or such consent has been deemed to have
been granted as described in the preceding sentence. If the Special Servicer
withholds consent pursuant to the foregoing provisions, it shall provide the
Master Servicer with a written statement and a verbal explanation as to its
reasoning and analysis. Upon consent or deemed consent by the Special Servicer
to such proposed waiver, the Master Servicer shall process such request of the
related Mortgagor subject to the other requirements set forth above.

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

         SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE FILES.
Upon the payment in full of any Mortgage Loan, the complete defeasance of a
Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan, the purchase of an A Note by the holder of a B Note pursuant to
the related A/B Mortgage Loan Intercreditor Agreement, or the receipt by the
Master Servicer of a notification that payment in full (or such payment, if any,
in connection with the satisfaction and discharge in full of any Specially
Serviced Mortgage Loan) will be escrowed in a manner customary for such
purposes, and upon notification by the Master Servicer in the form of a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account have been or will be so
deposited) of a Servicing Officer and a request for release of the Trustee
Mortgage File in the form of Exhibit C hereto the Trustee shall promptly release
the related Trustee Mortgage File to the Master Servicer and the Trustee shall
execute and deliver to the Master Servicer the deed of reconveyance or release,
satisfaction or assignment of mortgage or such instrument releasing the lien of
the Mortgage, as directed by the Master Servicer together with the Mortgage Note
with



                                     -162-
<PAGE>


written evidence of cancellation thereon. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicer to execute and deliver, on behalf of the Trustee, the
Certificateholders, the holder of any Companion Loan, the holder of any B Note
or any of them, any and all instruments of satisfaction, cancellation or
assignment without recourse, representation or warranty, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Mortgage Loans, any Companion Loan or any B Note, and with respect to the
Mortgaged Properties held for the benefit of the Certificateholders, the holder
of any Companion Loan and the holder of any B Note. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Distribution Account but shall be paid by the Master Servicer
except to the extent that such expenses are paid by the related Mortgagor in a
manner consistent with the terms of the related Mortgage and applicable law.
From time to time and as shall be appropriate for the servicing of any Mortgage
Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee shall, upon request of the Master Servicer and the delivery to
the Trustee of a Request for Release signed by a Servicing Officer, in the form
of Exhibit C hereto, release the Trustee Mortgage File to the Master Servicer or
the Special Servicer, as the case may be.

         SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER
SERVICER TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.
Notwithstanding any other provisions of this Agreement, the Master Servicer
shall transmit to the Trustee, to the extent required by this Agreement, all
documents and instruments coming into the possession of the Master Servicer from
time to time and shall account fully to the Trustee and the Paying Agent for any
funds received or otherwise collected thereby, including Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files
and funds collected or held by, or under the control of, the Master Servicer in
respect of any Mortgage Loans (or any B Note or Companion Loan), whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, including any funds on deposit in the Certificate Account
(or any A/B Loan Custodial Account or any Companion Loan Custodial Account),
shall be held by the Master Servicer for and on behalf of the Trustee and the
Certificateholders (or the holder of any B Note or any Companion Loan, as
applicable) and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. The Master
Servicer agrees that it shall not create, incur or subject any Servicer Mortgage
Files or Trustee Mortgage File or any funds that are deposited in the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee or the Paying Agent, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.


         SECTION 8.10 SERVICING COMPENSATION.


                                     -163-
<PAGE>


         (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to the Master Servicing Fee, which shall be payable by the
Trust from amounts held in the Certificate Account (and from the related A/B
Loan Custodial Account to the extent related solely to a B Note and from the
related Companion Loan Custodial Account to the extent related solely to a
Companion Loan) or otherwise collected from the Mortgage Loans as provided in
Section 5.2. The Master Servicer shall be required to pay to the Primary
Servicer its related Primary Servicing Fees, which shall be payable by the Trust
from amounts as provided in Section 5.1(c), unless retained by the Primary
Servicer from amounts transferred to the Master Servicer in accordance with the
terms of the Primary Servicing Agreement. The Master Servicer shall be required
to pay to the holders of the rights to the Excess Servicing Fees, the Excess
Servicing Fees, which shall be payable by the Trust as provided in Section
5.1(c), unless otherwise retained by the holders of such rights. Notwithstanding
anything herein to the contrary, if any of the holders of the right to receive
Excess Servicing Fees resigns or is no longer Master Servicer or Primary
Servicer, as applicable, for any reason, it will continue to have the right to
receive its portion of the Excess Servicing Fee, and any of the holders of the
right to receive Excess Servicing Fees shall have the right to assign its
portion of the Excess Servicing Fee, whether or not it is then acting as Master
Servicer or Primary Servicer hereunder. The Master Servicer shall also be
entitled to the Primary Servicing Fee, which shall be payable by the Trust from
amounts held in the Certificate Account (or a sub-account thereof) or otherwise
collected from the Mortgage Loans as provided in Section 5.2, provided that the
Primary Servicing Fee payable to the Master Servicer shall only be collected
from the Mortgage Loans set forth on Schedule II, except as provided in Section
8.28(b).

         (b) Additional servicing compensation in the form of assumption fees,
extension fees, servicing fees, default interest (excluding default interest
allocable to any B Note if the holder of the B Note has cured the related
default pursuant to the terms of the A/B Mortgage Loan Intercreditor Agreement)
payable at a rate above the Mortgage Rate (net of any amount used to pay Advance
Interest), Modification Fees, forbearance fees, Late Fees (net of Advance
Interest) (excluding Late Fees allocable to any B Note if the holder of the B
Note has cured the related default pursuant to the terms of the A/B Mortgage
Loan Intercreditor Agreement) or other usual and customary charges and fees
actually received from Mortgagors shall be retained by the Master Servicer,
provided that the Master Servicer shall be entitled to (i) receive 50% of
assumption fees collected on Mortgage Loans as provided in Section 8.7(a), (ii)
Modification Fees as provided in Section 8.18 hereof, and (iii) 100% of any
extension fees collected from the related Mortgagor in connection with the
extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18;
provided, however, that the Master Servicer shall not be entitled to any such
fees in connection with any Specially Serviced Mortgage Loans. If the Master
Servicer collects any amount payable to a Special Servicer hereunder in
connection with an REO Mortgage Loan or Specially Serviced Mortgage Loan, the
Master Servicer shall promptly remit such amount to the related Special Servicer
as provided in Section 5.2. The Master Servicer shall be required to pay all
applicable expenses incurred by it in connection with its servicing activities
hereunder.

         (c) Notwithstanding any other provision herein, the Master Servicing
Fee for each monthly period relating to each Determination Date shall be reduced
by an amount equal to the Compensating Interest (if any) relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans for such Determination
Date.


                                     -164-
<PAGE>


         (d) The Master Servicer shall also be entitled to additional servicing
compensation of (i) an amount equal to the excess, if any, of the aggregate
Prepayment Interest Excess relating to Mortgage Loans which are not Specially
Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment
Interest Shortfalls for such Mortgage Loans for such Distribution Date, (ii)
interest or other income earned on deposits in the Certificate Account and the
Distribution Account (but only to the extent of the net investment earnings, if
any, with respect to each such account), and, (iii) to the extent not required
to be paid to any Mortgagor under applicable law, any interest or other income
earned on deposits in the Escrow Accounts.

         SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

         (a) For each Distribution Date (or, with respect to a B Note, each B
Note Distribution Date), (i) the Master Servicer shall deliver to the Paying
Agent (or, with respect to the B Note, to the B Note Trustee), no later than
1:00 p.m., New York City time, on the related Report Date (or, with respect to a
B Note, the B Note Report Date), the Master Servicer Remittance Report with
respect to such Distribution Date (or, with respect to a B Note, such B Note
Distribution Date) including any information regarding prepayments made pursuant
to Section 5.2(b) and (ii) the Master Servicer shall report to the Paying Agent
(or, with respect to the B Note, to the B Note Trustee) on the related Advance
Report Date, the amount of P&I Advance or B Note P&I Advance Amount to be made
by the Master Servicer on the related Master Servicer Remittance Date or B Note
Master Servicer Remittance Date, as applicable. The related Special Servicer is
required to provide all applicable information relating to any related Specially
Serviced Mortgage Loan in order for the Master Servicer to satisfy its duties in
this Section 8.11. The Master Servicer Remittance Report shall be updated (and
delivered to the Paying Agent or, with respect to the B Note, to the B Note
Trustee, as updated) no later than 2 p.m. on the second Business Day prior to
the Distribution Date (or, with respect to a B Note, no later than 10 a.m. on
the Business Day preceding the B Note Distribution Date) to reflect any payment
on a Mortgage Loan or B Note for which the Scheduled Payment is paid on a Due
Date (or within its grace period) that occurs after the end of the related
Collection Period or B Note Collection Period.

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




                                     -165-
<PAGE>


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

         (d) Reserved

         (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent or the B Note Trustee
(in respect of the B Note) pursuant to subsection (a) or subsection (b) of this
Section 8.11 to the Depositor, the Special Servicers, the Operating Adviser and
each Rating Agency, in each case upon request by such Person and only to the
extent such reports and information are not otherwise required to be delivered
to such Person under any provision of this Agreement.

         (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicer shall not have any obligation (other than to the Special
Servicers, the Trustee, the B Note Trustee (in respect of the B Note) and the
Paying Agent) to deliver any statement, notice or report that is then made
available on the Master Servicer's or the Paying Agent's internet website,
provided that it has notified all parties entitled to delivery of such reports,
by electronic mail or other notice provided in this Agreement, to the effect
that such statements, notices or reports shall thereafter be made available on
such website from time to time.

         (g) The Master Servicer shall deliver or cause to be delivered to the
Paying Agent and the B Note Trustee (in respect of the B Note) the following
CMSA Reports with respect to the Mortgage Loans (and, if applicable, the related
REO Properties) providing the required information as of the related
Determination Date upon the following schedule: (i) a Comparative Financial
Status Report not later than each Report Date, commencing in May 2002; (ii) an
Operating Statement Analysis Report, the Financial File and an NOI Adjustment
Worksheet in accordance with Section 8.14 of this Agreement; (iii) a Servicer
Watch List in accordance with and subject to the terms of Section 8.11(h) on
each Report Date, commencing in May 2002; (iv) a Loan Set-Up File (with respect
to the initial Distribution Date only) not later than the Report Date in April
2002; (v) a Loan Periodic Update File not later than each Report Date commencing
in April 2002; (vi) a Property File not later than each Report Date, commencing
in June 2002; (vii) a Delinquent Loan Status Report on each Report Date,
commencing in May 2002; (viii) an Historical Loan Modification Report not later
than each Report Date, commencing in May 2002, (ix) an Historical Liquidation
Report not later than each Report Date, commencing in May 2002; and (x) an REO
Status Report on each Report Date, commencing in May 2002. The information that
pertains to Specially Serviced Mortgage Loans and REO Properties reflected in
such reports shall be based solely upon the reports delivered by the Special
Servicer to the Master Servicer in writing and on a computer readable medium
reasonably acceptable to the Master Servicer and the Special Servicer on the
Determination Date prior to the related Master Servicer Remittance Date in the
form required under Section 9.32. The Master Servicer's responsibilities under
this Section 8.11(g) with respect to REO Loans and Specially Serviced Mortgage
Loans shall be subject to the satisfaction of the Special Servicers' obligations
under Section 9.32. The reporting obligations of the Master Servicer in
connection with any A/B Mortgage Loan shall be construed to refer only to such
information regarding the A/B Mortgage Loan (and its related Mortgaged Property)
and by reference to the related A Note only, but whenever the Master Servicer
remits funds to the holder of the related B Note, it shall



                                     -166-
<PAGE>


thereupon deliver to such holder a remittance report identifying the amounts in
such remittance. The reporting obligations of the Master Servicer in connection
with any Loan Pair shall be construed to refer only to such information
regarding the Loan Pair (and its related Mortgaged Property) and by reference to
the related Pari Passu Loan only, but whenever the Master Servicer remits funds
to the holder of a Companion Loan, it shall thereupon deliver to such holder a
remittance report identifying the amounts in such remittance.

         (h) For each Distribution Date (or, with respect to the B Note, the B
Note Distribution Date), the Master Servicer shall deliver to the Paying Agent
(and solely with respect to any A/B Mortgage Loan, the holder of the related B
Note and solely with respect to any Loan Pair, the holder of the related
Companion Loan), not later than the related Report Date (or, with respect to the
B Note, the B Note Report Date), a Servicer Watch List. To the extent the Master
Servicer has knowledge thereof, the Master Servicer shall list any Mortgage Loan
on the Servicer Watch List as to which any of the following events have occurred
following the Cut-Off Date: (i) Mortgage Loans having a current Debt Service
Coverage Ratio that is 88% or less of the Debt Service Coverage Ratio listed for
such Mortgage Loan on Annex A to the Final Prospectus Supplement or having a
Debt Service Coverage Ratio that is less than 1.10x (and, with respect to the B
Note based on the total of the Mortgage Loan and B Note), (ii) Mortgage Loans
(or B Note) as to which any required inspection of the related Mortgaged
Property conducted by the Master Servicer indicates a problem that the Master
Servicer determines can reasonably be expected to materially adversely affect
the cash flow generated by such Mortgaged Property, (iii) Mortgage Loans (or B
Note) which have come to the Master Servicer's attention in the performance of
its duties under this Agreement, in respect of which (A) the occupancy of the
related Mortgaged Property is under 80%, (B) any tenant occupying 25% or more of
the space in the related Mortgaged Property vacates the Mortgaged Property
(without being replaced by one or more comparable tenants and leases) or is the
subject of bankruptcy or similar proceedings if the Master Servicer has received
written notice of such proceedings or such proceedings have become general
public knowledge, (C) with respect to Mortgaged Properties operated as a hotel,
the occupancy thereof is more than 10% less than the occupancy as of the Cut-Off
Date as set forth in Appendix I to the Prospectus Supplement or (D) any
Mortgagor or an affiliate thereof has been the subject of bankruptcy or similar
proceedings if the Master Servicer has received written notice of such
proceedings or such proceedings have become general public knowledge, (iv)
Mortgage Loans (or B Note) that are at least 30 days delinquent in payment, (v)
Mortgage Loans (or B Note) that are within 90 days of maturity, (vi) Mortgage
Loans that are delinquent in respect of real estate taxes, (vii) Mortgage Loans
(or B Note) for which any outstanding advances exist, (viii) Mortgage Loans (or
B Note) that are late after the expiration of any grace period in making monthly
payments three or more times in the preceding 12 months (commencing with the
first anniversary of the Closing Date) and (ix) any Rehabilitated Mortgage Loan
until the Mortgagor has made three (3) consecutive payments.

         (i) If the Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan or B
Note), the Master Servicer shall, within five (5) Business Days following its
receipt of the proceeds of such drawing, deliver notice thereof to the Special
Servicer, the Operating Adviser, the Paying Agent and, if applicable, the B Note
Trustee (in



                                     -167-
<PAGE>


respect of the B Note), which notice shall set forth (i) the unpaid Principal
Balance of such Mortgage Loan (or B Note) immediately before and immediately
after the drawing, and (ii) a brief description of the circumstances that in the
Master Servicer's good faith and reasonable judgment entitled the Master
Servicer to make such drawing.

         SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master Servicer
shall deliver to the Depositor, the Paying Agent, the Luxembourg Paying Agent
and the Trustee on or before the Report Date in March of each year, commencing
in March 2003, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of the activities of the Master Servicer during the preceding
calendar year or portion thereof and of the performance of the Master Servicer
under this Agreement has been made under such officer's supervision and (B) to
the best of such officer's knowledge, based on such review, the Master Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. The Master Servicer shall forward a copy of each such
statement to the Rating Agencies and the Operating Adviser.

         SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
On or before noon (Eastern Time) on March 31 of each year (or March 30 if a leap
year), commencing in March 2003, the Master Servicer at its expense shall cause
a firm of nationally recognized independent public accountants (which may also
render other services to the Master Servicer) and that is a member of the
American Institute of Certified Public Accountants to furnish a statement to the
Trustee, the Paying Agent, the Luxembourg Paying Agent and the Depositor, with a
copy to the Rating Agencies, to the effect that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer, which includes an assertion that the Master Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by the Primary Servicer 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 the
Primary Servicer or Sub-Servicers.

         SECTION 8.14 OPERATING STATEMENT ANALYSIS REPORTS REGARDING THE
MORTGAGED PROPERTIES. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on June 30, 2002, the
Master Servicer (in the case of Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall deliver to the Paying Agent an Operating Statement
Analysis Report and a CMSA Financial File for each Mortgaged Property (in
electronic format), prepared using the non-normalized quarterly operating
statements and rent rolls received from the related


                                     -168-
<PAGE>


Mortgagor. Not later than the Report Date occurring in July of each year,
beginning in 2002, the Master Servicer (in the case of Mortgage Loans that are
not Specially Serviced Mortgage Loans) or the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall deliver to the Paying Agent an
Operating Statement Analysis Report, a CMSA Financial File and an NOI Adjustment
Worksheet for each Mortgage Loan (in electronic format), based on the most
recently available year-end financial statements and most recently available
rent rolls of each applicable Mortgagor (to the extent provided to the Master
Servicer by or on behalf of each Mortgagor, or, in the case of Specially
Serviced Mortgaged Loans, as provided to the Special Servicer, which the Special
Servicer shall forward such information to the Master Servicer on or before May
31 of each such year), containing such information and analyses for each
Mortgage Loan provided for in the respective forms of Operating Statement
Analysis Report, CMSA Financial File and an NOI Adjustment Worksheet as would
customarily be included in accordance with the Servicing Standard including,
without limitation, Debt Service Coverage Ratios and income. In addition, the
Master Servicer shall deliver to the Operating Adviser, and upon request the
Master Servicer shall make available to the Rating Agencies, the Special
Servicers, the Paying Agent and the Trustee, within 30 days following receipt
thereof by the Master Servicer, copies of any annual, monthly or quarterly
financial statements and rent rolls collected with respect to the Mortgaged
Properties. As and to the extent reasonably requested by a Special Servicer, the
Master Servicer shall make inquiry of any Mortgagor with respect to such
information or as regards the performance of the related Mortgaged Property in
general. The Paying Agent shall provide or make available electronically at no
cost to the Certificateholders or Certificate Owners, the Rating Agencies, the
Operating Adviser, the Depositor, the Placement Agents, the Underwriters, solely
as it relates to any A/B Mortgage Loan, to the holder of the related B Note and
solely as it relates to any Loan Pair, to the holder of the related Companion
Loan, the Operating Statement Analysis Reports, CMSA Financial Files and NOI
Adjustment Worksheets described above pursuant to Section 5.4(a).

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

         (a) Subject to paragraphs (b), (c) and (d) below, the Paying Agent
shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Seller, the Primary Servicer, any
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the
Depositor (and the holder of a B Note, if it relates to a B Note and the holder
of a Companion Loan, if it relates to a Companion Loan), originals or copies of,
among other things, the following items: (i) this Agreement and any amendments
thereto, (ii) all final and released Operating Statement Analysis Reports and
the Master Servicer Remittance Reports, (iii) all Officer's Certificates
(including Officer's Certificates evidencing any determination of Nonrecoverable
Advances) delivered to the Trustee and the Paying Agent since the Closing Date,
(iv) all accountants' reports delivered to the Trustee and the Paying Agent
since the Closing Date, (v) any and all modifications, waivers and amendments of
the terms of a Mortgage Loan entered into by the Master Servicer and/or a
Special Servicer and (vi) any and all Officers' Certificates (and attachments
thereto) delivered to the Trustee and the Paying Agent to support the Master
Servicer's determination that any Advance was not or, if made, would not be,
recoverable. The Trustee will be permitted to require payment of a sum to be
paid by the requesting party (other than the Rating Agencies, the Trustee, the
Paying Agent, any Placement


                                     -169-
<PAGE>


Agent or any Underwriter) sufficient to cover the reasonable costs and expenses
of making such information available.

         (b) Subject to the restrictions described below, the Master Servicer
shall afford the Rating Agencies, the Depositor, the Trustee, the Paying Agent,
the Special Servicers, the Primary Servicer, the Sellers, the Placement Agents,
the Underwriters, the Operating Adviser, any Certificateholder, any holder of a
Companion Loan, any holder of a B Note or Certificate Owner, upon reasonable
notice and during normal business hours, reasonable access to all information
referred to in Section 8.15(a) and any additional relevant,
non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement (which access may occur by
means of the availability of information on the Master Servicer's or the Paying
Agent's internet website), and access to Servicing Officers of the Master
Servicer responsible for its obligations hereunder. Copies of information or
access will be provided to Certificateholders and each Certificate Owner
providing satisfactory evidence of ownership of Certificates or beneficial
ownership of a Certificate, as the case may be, which may include a
certification. Copies (or computer diskettes or other digital or electronic
copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the Master
Servicer upon request; provided, however, that the Master Servicer shall be
permitted to require payment by the requesting party (other than the Depositor,
the Trustee, the Paying Agent, the Special Servicers, any Placement Agent, any
Underwriter, or any Rating Agency) of a sum sufficient to cover the reasonable
expenses actually incurred by the Master Servicer of providing access or copies
(including electronic or digital copies) of any such information requested in
accordance with the preceding sentence.

         (c) Nothing herein shall be deemed to require the Master Servicer to
confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the
Master Servicer shall not have any liability to the Depositor, the Trustee, the
Paying Agent, the Special Servicers, any Certificateholder, any Certificate
Owner, any holder of a Companion Loan, any holder of a B Note, any Placement
Agent, any Underwriter, any Rating Agency or any other Person to whom it
delivers information pursuant to this Section 8.15 or any other provision of
this Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. In the event any Person brings
any claims relating to or arising from the foregoing against the Master Servicer
(or any employee, attorney, officer, director or agent thereof), the Trust (from
amounts held in any account or otherwise) shall hold harmless and indemnify the
Master Servicer from any loss or expense (including attorney fees) relating to
or arising from such claims.

         (d) The Master Servicer shall produce the reports required of it under
this Agreement; provided, however, that the Master Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to such
Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that



                                     -170-
<PAGE>


the Master Servicer may contemporaneously provide such information to the
Depositor, the Trustee, the Paying Agent, any Special Servicer, the Primary
Servicer, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders, the holder of a Companion Loan, the holder of a B
Note or Certificate Owners. Any transmittal of information by the Master
Servicer to any Person other than the Trustee, the Paying Agent, the Master
Servicer, the Special Servicers, the Rating Agencies, the Operating Adviser or
the Depositor may be accompanied by a letter from the Master Servicer containing
the following provision:

         "By receiving the information set forth herein, you hereby acknowledge
    and agree that the United States securities laws restrict any person who
    possesses material, non-public information regarding the Trust which issued
    Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
    Certificates, Series 2002-HQ from purchasing or selling such Certificates in
    circumstances where the other party to the transaction is not also in
    possession of such information. You also acknowledge and agree that such
    information is being provided to you for the purpose of, and such
    information may be used only in connection with, evaluation by you or
    another Certificateholder, Certificate Owner or prospective purchaser of
    such Certificates or beneficial interest therein."

         (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

         (f) The Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

         SECTION 8.16 RULE 144A INFORMATION. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent or
the Luxembourg Paying Agent, as applicable, for delivery to any Holder thereof,
any Certificate Owner therein and to any prospective purchaser of the
Certificates or beneficial interest therein reasonably designated by the Paying
Agent or the Luxembourg Paying Agent, as applicable, upon the request of such
Certificateholder, such Certificate Owner, the Paying Agent or the Luxembourg
Paying Agent, as applicable, subject to this Section 8.16 and the provisions of
Section 8.15, any information prepared by the Master Servicer that is required
to be provided to such holder or prospective purchaser to satisfy the condition
set forth in Rule 144A(d)(4) under the Securities Act, including, without
limitation, copies of the reports and information described in Sections 8.15(a)
and (b).

         Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the Master
Servicer shall be permitted to use the letter



                                     -171-
<PAGE>


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

         SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans, every
calendar year beginning in 2003, or every second calendar year beginning in 2003
if the Principal Balance of the related Mortgage Loan or Loan Pair is under $2
million; provided that the Master Servicer shall, at the expense of the Trust,
inspect or cause to be inspected each Mortgaged Property related to a Mortgage
Loan that has a Debt Service Coverage Ratio that falls below 1.0x. The Master
Servicer shall prepare an Inspection Report relating to each inspection. The
Master Servicer shall promptly forward the applicable Inspection Report to the
Rating Agencies, the Placement Agents, the Underwriters, the Depositor, the
Trustee, the Paying Agent, the Operating Adviser, the Special Servicer, solely
as it relates to any Loan Pair, to the holder of the related Companion Loan, and
solely as it relates to any A/B Mortgage Loan, to the holder of the related B
Note, and upon request, to any Certificateholder, any Certificate Owner, any
Seller and the Primary Servicer. The Special Servicer shall have the right to
inspect or cause to be inspected (at its own expense) every calendar year any
Mortgaged Property related to a Mortgage Loan that is not a Specially Serviced
Mortgage Loan, provided that the Special Servicer notifies the Master Servicer
prior to such inspection.

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

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

         (a)   (i)   The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or
relating to any term other than a Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan, provided that such amendment would not result
in an Adverse REMIC Event; and provided, further that if any consent relates to
a release of a letter of credit relating to any Mortgage Loan (other than
letters of credit or portions thereof released upon satisfaction of conditions
specified in the related agreements), then (i) the Master Servicer shall notify
the Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to



                                     -172-
<PAGE>


the Master Servicer on whether the Master Servicer should approve the release
(and the failure of the Special Servicer to give the Master Servicer such notice
shall automatically be deemed to be an approval by the Special Servicer that the
Master Servicer should grant such release). Notwithstanding the preceding
sentence, if the Master Servicer recommends to approve such modification,
waiver, amendment or consent (including, without limitation, any waiver of any
requirement that the Mortgagor post additional reserves or a letter of credit
upon the failure of the Mortgagor to satisfy conditions specified in the
Mortgage Loan documents), the Master Servicer shall provide to the Special
Servicer a copy of the Master Servicer's recommendation and the relevant
information obtained or prepared by the Master Servicer in connection therewith
(A) the Special Servicer shall have the right hereunder to grant or withhold
consent to any such proposed modification, waiver, amendment or consent, and
such consent of the Special Servicer shall not be unreasonably withheld,
consistent with the Servicing Standard, (B) failure of the Special Servicer to
notify the Master Servicer, within five Business Days following the Master
Servicer's delivery of the recommendation described above, of its determination
to grant or withhold such consent shall be deemed to constitute a grant of such
consent and (C) the Master Servicer shall not enter into any such proposed
modification, waiver, amendment or consent unless it has received the written
consent of the Special Servicer or such consent has been deemed to have been
granted as described above. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be required to obtain or request the
consent of the Special Servicer in connection with any modification, waiver or
amendment, or granting its consent to transactions, under one or more of the
Mortgage Loans that in each case the Master Servicer has determined (in
accordance with the Servicing Standard) is immaterial. In any event, the Master
Servicer shall promptly notify the Special Servicer of any material
modification, waiver, amendment or consent executed by the Master Servicer
pursuant to this Section 8.18(a)(i) and provide to the Special Servicer a copy
thereof. Notwithstanding the foregoing provisions of this Section 8.18, if the
Mortgage Loan documents require a Mortgagor to pay a fee for an assumption,
modification, waiver, amendment or consent that would be due or partially due to
the Special Servicer, then the Master Servicer shall not waive such fee without
the Special Servicer's approval.

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

         With respect to a Category 1 Request that involves a condition, term or
provision that requires, or specifies a standard of, consent or approval of the
applicable Mortgagee under the Mortgage Loan documents, the Primary Servicing
Agreement provides for Master Servicer's determination of materiality of such
condition, term or provision requiring approval or consent and the referral of
such condition, term or provision to a Special Servicer for consent in
accordance with the terms of the Primary Servicing Agreement upon a
determination of materiality. The Special Servicer acknowledges such provisions.
Nothing in this Agreement,



                                     -173-
<PAGE>


however, shall grant the Primary Servicer greater authority, discretion or
delegated rights over Post Closing Requests than are set forth in the Primary
Servicing Agreement.

                  (ii) The Master Servicer may, without the consent of the
Special Servicer, extend the maturity date of any Balloon Mortgage Loan that is
not a Specially Serviced Mortgage Loan to a date that is not more than 60 days
following the original Maturity Date, if in the Master Servicer's sole judgment
exercised in good faith (and evidenced by an Officer's Certificate), a default
in the payment of the Balloon Payment is reasonably foreseeable and such
extension is reasonably likely to produce a greater recovery to the Holders on a
net present value basis than liquidation of such Mortgage Loan and the Mortgagor
has obtained an executed written commitment (subject only to satisfaction of
conditions set forth therein) for refinancing of the Mortgage Loan or purchase
of the related Mortgaged Property. The Master Servicer shall process all such
extensions and shall be entitled to (as additional servicing compensation) 100%
of any extension fees collected from a Mortgagor with respect to any such
extension.

         (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (which
amounts shall be reimbursed to the Special Servicer) in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

         The parties hereto acknowledge that (a) if the payments described in
paragraph 42 of Exhibit 2 to Mortgage Loan Purchase Agreement I and Mortgage
Loan Purchase Agreement II regarding the obligation of a related Mortgagor to
pay the reasonable costs and expenses associated with any substitution of the
related Mortgaged Property are insufficient to reimburse the Trust or (b) if the
Trust incurs any Additional Trust Expense associated solely with the
substitution of the Mortgaged Property that is not required to be paid by the
related Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees or opinions of counsel, then in either case the
sole obligation of the Seller under Mortgage Loan Purchase Agreement I and
Mortgage Loan Purchase Agreement II, as applicable, shall be to pay an amount
equal to such insufficiency or expense to the extent the related Mortgagor is
not required to pay them.



                                     -174-
<PAGE>


Promptly upon receipt of notice of such insufficiency or unpaid expense, the
Master Servicer shall request the related Seller to make such payment by deposit
to the Certificate Account.

         (c) The Master Servicer shall notify the Trustee, the Paying Agent and
the Special Servicer of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the Trustee for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly following the execution thereof except to the extent such documents
have been submitted to the applicable recording office, in which event the
Master Servicer shall promptly deliver copies of such documents to the Trustee.
The Master Servicer shall not agree to any modification, waiver, or amendment of
any Money Term of a Mortgage Loan or any term of a Specially Serviced Mortgage
Loan. The Master Servicer shall notify the holder of the B Note and Companion
Loan of any modification of the monthly payments of an A/B Mortgage Loan or Loan
Pair, as the case may be, and such monthly payments shall be allocated in
accordance with the related Intercreditor Agreement.

         (d) If the Mortgage Loan documents relating to a Mortgage Loan provide
for certain conditions to be satisfied prior to the Master Servicer releasing
additional collateral for the Mortgage Loan (e.g., the release, reduction or
termination of reserves or letters of credit or the establishment of reserves),
then the Master Servicer shall be permitted to waive any such condition without
obtaining the consent of the Special Servicer, provided that (1) the aggregate
amount of the related releases or establishments is no greater than the smaller
of 10% of the outstanding unpaid Principal Balance or $75,000 or (2) the
condition to be waived is deemed to be non-material in accordance with the
Servicing Standard. Notwithstanding the foregoing, without the Special
Servicer's consent or except as provided in the specific Mortgage Loan
documents, the Master Servicer shall not waive: (1) a requirement for any such
additional collateral to exist, or (2) a lock box requirement. With respect to
any Mortgage Loan identified on Schedule IX as an "earnout loan," the Master
Servicer shall not consent to the release of any earnout reserve amounts unless
the Special Servicer shall have approved such release. The Master Servicer shall
promptly provide to the Special Servicer a written recommendation with respect
to the release of any earnout reserve amounts and the Master Servicer shall
process any such release.

         (e) Neither the Master Servicer nor the Primary Servicer will be
required to obtain a Rating Agency Confirmation in connection with this
Agreement unless the terms of this Agreement specifically requires the Master
Servicer to do so, and if so required by the terms of this Agreement, the Master
Servicer and the Primary Servicer shall not be permitted to waive (i) the Rating
Agency Confirmation requirement or (ii) the obligation of a Mortgagor to pay all
or any portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.

         (f) Notwithstanding anything to the contrary contained in this
Agreement, for so long as Pacific Life Insurance Company is special servicer
with respect to Mortgage Loan No. 1, it shall (in its capacity as special
servicer) perform the duties of the Master Servicer with respect to processing
and analyzing any and all Mortgage Loan servicing requests of the Mortgagor
under Mortgage Loan No. 1, including, without limitation, those duties of the
Master Servicer set forth in Section 8.7 and Section 8.18 herein, in each case,
subject to the same terms and conditions of this Agreement otherwise applicable
to the Master Servicer in processing such



                                     -175-
<PAGE>


servicing requests. The related Special Servicer shall be entitled to collect
and retain all fees payable by the Mortgagor with respect to such servicing
requests as additional compensation. The related Special Servicer shall provide
copies to the Master Servicer of any agreements or other instruments that it
executes pursuant to this subection (f).

         SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

         (a) The Master Servicer shall send a written notice to the Special
Servicer, the Rating Agencies, the Paying Agent, the Trustee and solely as it
relates to any A/B Mortgage Loan, to the holder of the related B Note and solely
as it relates to any Loan Pair, to the holder of the related Companion Loan,
within two Business Days after becoming aware of a Servicing Transfer Event with
respect to a Mortgage Loan, which notice shall identify the related Mortgage
Loan and set forth in reasonable detail the nature and relevant facts of such
Servicing Transfer Event and whether such Mortgage Loan is covered by an
Environmental Insurance Policy (and for purposes of stating whether such
Mortgage Loan is covered by an Environmental Insurance Policy the Master
Servicer may rely on Schedule VIII attached hereto) and, except for the Rating
Agencies, the Paying Agent and the Trustee, shall be accompanied by a copy of
the Servicer Mortgage File. The Special Servicers shall not be liable for their
failure to deliver the notice set forth in Section 9.36(a) if such failure is
caused by its failure to receive the written notice set forth above.

         (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the Special Servicer, the Master Servicer shall notify the
related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

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

         (d) On or prior to each Distribution Date, the Master Servicer shall
provide to the Special Servicer, in order for the Special Servicer to comply
with its obligations under this Agreement, such information (and in the form and
medium) as the Special Servicer may reasonably request in writing from time to
time, provided that (i) the Master Servicer shall not be required to produce any
ad hoc reports or incur any unusual expense or effort in connection therewith
and (ii) if the Master Servicer elects to provide such ad hoc reports, it may
require the Special Servicer to pay a reasonable fee to cover the costs of the
preparation thereof.

         SECTION 8.20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER.

         (a) The Master Servicer hereby represents and warrants to, and
covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor, as of the Closing Date, that:



                                     -176-
<PAGE>


                  (i)   The Master Servicer is a corporation, duly organized,
validly existing and in good standing under the laws of the State of California,
and the 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.

                  (ii)   The execution and delivery of this Agreement by the
Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, will not violate the 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.

                  (iii)  The 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 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 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 Master Servicer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master
Servicer.

                  (vi)   No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer, the outcome of
which, in the Master Servicer's good faith and reasonable judgment, could
reasonably be expected to prohibit the Master Servicer from entering into this
Agreement or materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement.

                  (vii)  The Master Servicer has an Errors and Omissions
Insurance Policy which is in full force and effect and complies with the
requirements of Section 8.2 hereof.

                  (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 Master Servicer with this Agreement, or the
consummation by the 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,



                                     -177-
<PAGE>


approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under
this Agreement.

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

         (c) Any cause of action against the Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the Master Servicer by any of the Trustee
or the Master Servicer. The Master Servicer shall give prompt notice to the
Trustee, the Depositor, the Primary Servicer and the Special Servicers of the
occurrence, or the failure to occur, of any event that, with notice or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

         SECTION 8.21 MERGER OR CONSOLIDATION. Any Person into which the Master
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Master Servicer
shall be a party, or any Person succeeding to the business of the Master
Servicer, shall be the successor of the Master Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the provisions in the foregoing
sentence are not met, the Trustee may terminate the Master Servicer's servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Sections 8.28 and 8.29.

         SECTION 8.22 RESIGNATION OF MASTER SERVICER.

         (a) Except as otherwise provided in Section 8.22(b) hereof, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Master Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by the Master Servicer to the Trustee.

         (b) The Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (w) is available, (x) has assets of at least
$15,000,000, (y) is willing to assume the obligations, responsibilities, and
covenants to be performed hereunder by the Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) assumes all obligations under the Primary Servicing
Agreement; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.


                                     -178-
<PAGE>


         SECTION 8.23 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER SERVICER. The
Master Servicer shall have the right without the prior written consent of the
Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or
delegate certain duties to other professionals such as attorneys and appraisers,
as an agent of the Master Servicer (as provided in Section 8.4) to perform and
carry out any duties, covenants or obligations to be performed and carried out
by the Master Servicer hereunder or (B) assign and delegate all of its duties
hereunder; provided, however, that with respect to clause (B), (i) the Master
Servicer gives the Depositor, the Special Servicers, the Primary Servicer, the
holder of the B Note, the holder of the Companion Loan and the Trustee notice of
such assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement accepting such assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Master Servicer, with like effect as if originally named as a
party to this Agreement and the Primary Servicing Agreement; (iii) the purchaser
or transferee has assets in excess of $15,000,000; (iv) such assignment and
delegation is the subject of a Rating Agency Confirmation; and (v) the Depositor
consents to such assignment and delegation, such consent not be unreasonably
withheld. In the case of any such assignment and delegation in accordance with
the requirements of subclause (B) of this Section, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Master Servicer hereunder prior to the satisfaction of the conditions to
such assignment set forth in the preceding sentence. Notwithstanding the above,
the Master Servicer may appoint the Primary Servicer and Sub-Servicers in
accordance with Section 8.4 hereof.

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

         (a)   Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
holders of the Certificates, the Depositor, the Trustee, the Paying Agent, the
Placement Agents, the Underwriters, the holder of any B Note, the holder of any
Companion Loan 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 the Master Servicer or any such person against any breach of a
representation or warranty contained herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of duties under the Agreement or by reason of negligent
disregard of obligations and duties hereunder. The Master Servicer and any
director, officer, employee or agent of the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person (including, without limitation, a Special Servicer) respecting any
matters arising hereunder. The Master Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to
its duties to service the Mortgage Loans in accordance with this Agreement;
provided that the Master Servicer may in its sole discretion undertake any such
action which it may reasonably deem necessary or desirable in order to protect
the interests of the Certificateholders and the Trustee in the Mortgage Loans,
the interests of the holder of any B Note or the interests of the holder of any
Companion Loan (subject to the Special Servicer's servicing of Specially
Serviced Mortgage Loans as contemplated herein), or shall undertake any such
action if instructed to do so by the Trustee. In such event, all legal expenses
and costs of such action shall be expenses and costs of



                                     -179-
<PAGE>


the Trust, and the Master Servicer shall be entitled to be reimbursed therefor
as Servicing Advances as provided by Section 5.2, subject to the provisions of
Section 4.4 hereof.

         (b)   In addition, the Master Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement. Subject to the Servicing Standard, the Master Servicer shall
have the right to rely on information provided to it by any Special Servicer and
Mortgagors, and will have no duty to investigate or verify the accuracy thereof.
Neither the Master Servicer, nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any error of judgment made in good
faith by any officer, unless it shall be proved that the Master Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Master
Servicer nor any director, officer, employee, agent or Affiliate, shall be
personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.

         (c)   The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, any Special Servicer, the Paying Agent or Trustee in this Agreement.
The Trust shall indemnify and hold harmless the Master Servicer from any and all
claims, liabilities, costs, charges, fees or other expenses which relate to or
arise from any such breach of representation, warranty or covenant to the extent
the Master Servicer is unable to recover such amounts from the Person in breach.
(d) Except as otherwise specifically provided herein:

         (d)   Except as otherwise specifically provided herein:

              (i)   the Master Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format)
reasonably believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

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

              (iii)  the Master Servicer shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement; and

              (iv)   the Master Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed by it to be genuine
and provided by any Mortgagor or manager of a Mortgaged Property.


                                     -180-
<PAGE>


         (e) The Master Servicer and any director, officer, employee or agent of
the Master Servicer shall be indemnified by the Trustee, the Paying Agent and
the Special Servicers, as the case may be, and held harmless against any loss,
liability or expense including reasonable attorneys' fees incurred in connection
with any legal action relating to the Trustee's, the Paying Agent's or a Special
Servicer's, as the case may be, respective willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or by reason of
negligent disregard of its respective duties hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of any of the Master Servicer's duties hereunder
or by reason of negligent disregard of the Master Servicer's obligations and
duties hereunder. The Master Servicer shall immediately notify the Trustee, the
Paying Agent and the Special Servicers if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Master Servicer to
indemnification hereunder, whereupon the Trustee, the Paying Agent, or the
Special Servicer, in each case, to the extent the claim is related to its
respective willful misfeasance, bad faith or negligence, may assume the defense
of any such claim (with counsel reasonably satisfactory to the Master Servicer)
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the
Trustee, the Paying Agent and the Special Servicers shall not affect any rights
that the Master Servicer may have to indemnification under this Agreement or
otherwise, unless the Trustee's, the Paying Agent's or a Special Servicer's
defense of such claim is materially prejudiced thereby. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Master Servicer hereunder. Any payment hereunder made by the Trustee, the Paying
Agent or a Special Servicer pursuant to this paragraph to the Master Servicer
shall be paid from the Trustee's, the Paying Agent's or 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 a 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 (x) not culpable or (y) found to not have acted with willful
misfeasance, bad faith or negligence.

         SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

         (a) The Master Servicer and any director, officer, employee or agent of
the Master Servicer shall be indemnified by the Trust and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of the Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. The Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement. The Trustee, the Paying Agent or the Master Servicer shall
promptly make from the Certificate Account any payments certified by the Master
Servicer



                                     -181-
<PAGE>


to the Trustee and the Paying Agent as required to be made to the Master
Servicer pursuant to this Section 8.25.

         (b) The Master Servicer agrees to indemnify the Trustee, the Special
Servicers, the Trust, the Depositor, the Paying Agent, and any director,
officer, employee, agent or Controlling Person thereof, and hold them harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses that the Trustee, the Special Servicers, the Depositor, the Paying
Agent and the Trust may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of any of the Master
Servicer's duties hereunder or by reason of negligent disregard of the Master
Servicer's obligations and duties hereunder (including a breach of such
obligations a substantial motive of which is to obtain an economic advantage
from being released from such obligations), and if in any such situation the
Master Servicer is replaced, the parties hereto agree that the amount of such
claims, losses, penalties, fines, legal fees and related costs, judgments, and
other costs, liabilities, fees and expenses shall at least equal the incremental
costs, if any, of retaining a successor servicer. The Trustee, the Special
Servicer, the Paying Agent or the Depositor, as applicable, shall immediately
notify the Master Servicer if a claim is made by any Person with respect to this
Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the
Special Servicer, the Paying Agent or the Trust to indemnification under this
Section 8.25(b), whereupon the Master Servicer shall assume the defense of any
such claim (with counsel reasonably satisfactory to the Trustee, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Special Servicers, the Depositor, the Paying
Agent or the Trust may have to indemnification under this Agreement or
otherwise, unless the Master Servicer's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the resignation or termination of the Master
Servicer, any Special Servicer, the Paying Agent and the Trustee. Any expenses
incurred or indemnification payments made by the Master Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Master Servicer was not
culpable or that the Master Servicer did not act with willful misfeasance, bad
faith or negligence.

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




                                     -182-
<PAGE>


promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. The indemnification provided herein
shall survive the termination of this Agreement and the Primary Servicing
Agreement. The Master Servicer shall promptly make from the Certificate Account
any payments certified by the Primary Servicer to the Trustee and the Paying
Agent as required to be made to such Primary Servicer pursuant to this Section
8.25.

         (d) The Primary Servicer agrees to indemnify the Trustee, the Special
Servicers, the Trust, the Depositor, the Paying Agent, and any director,
officer, employee, agent or Controlling Person thereof, and hold them harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses that the Trustee, the Special Servicers, the Depositor, the Paying
Agent and the Trust may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of any of the Primary
Servicer's duties under this Agreement, its Primary Servicing Agreement or by
reason of negligent disregard of the Primary Servicer's obligations and duties
thereunder (including a breach of such obligations a substantial motive of which
is to obtain an economic advantage from being released from such obligations),
and if in any such situation the 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 Special Servicer, the Paying Agent
or the Depositor, as applicable, shall immediately notify the Primary Servicer
if a claim is made by any Person with respect to this Agreement, the Primary
Servicing Agreement or the Mortgage Loans entitling the Trustee, the Depositor,
the Special Servicer, the Paying Agent or the Trust to indemnification under
this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of
any such claim (with counsel reasonably satisfactory to the Trustee, the Special
Servicers, 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 Primary Servicer
shall not affect any rights the Trustee, the Special Servicers, the Depositor,
the Paying Agent or the Trust may have to indemnification under this Agreement,
the Primary Servicing Agreement or otherwise, unless the Primary Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the Primary
Servicing Agreement and the resignation or termination of the Master Servicer,
any Special Servicer, the Paying Agent and the Trustee. Any expenses incurred or
indemnification payments made by the Primary Servicer shall be reimbursed by the
party so paid, if a court of competent jurisdiction makes a final,
non-appealable judgment that the conduct of such Primary Servicer was not
culpable or that such Primary Servicer did not act with willful misfeasance, bad
faith or negligence.

         SECTION 8.26 EXCHANGE ACT REPORTING. The Master Servicer, the Special
Servicers, the Paying Agent and the Trustee shall reasonably cooperate with the
Depositor in connection with the Depositor's satisfying the reporting
requirements in respect of the Trust under the Exchange Act. The Paying Agent
shall prepare, execute and file on behalf of the Depositor with respect to the
Trust any Forms 8-K and 10-K customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission thereunder; provided that the Depositor shall file the initial Form
8-K in connection



                                     -183-
<PAGE>


with the issuance of the Certificates. The Paying Agent shall file each Form 8-K
with a copy of the related Monthly Certificateholders Report attached thereto.
Any other attachments to be filed with any Form 8-K shall be delivered to the
Paying Agent in Edgar-compatible form or as otherwise agreed upon by the Paying
Agent and the Depositor, at the Depositor's expense, and any necessary
conversion to EDGAR-compatible format will be at the Depositor's expense. Such
EDGAR filings shall be at the expense of the Depositor. Prior to January 30,
2003, the Trustee shall file a Form 15 Suspension Notification with respect to
the Trust, if applicable. Prior to March 30, 2003, the Trustee shall file a Form
10-K, in substance conforming to industry standards, with respect to the Trust.
The Depositor hereby grants to the Trustee a limited power of attorney to
execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the Trustee
from the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. The Depositor agrees to promptly furnish to the
Trustee, from time to time upon request, such further information, reports and
financial statements within its control related to this Agreement and the
Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file
all necessary reports with the Securities and Exchange Commission. The Depositor
or its designee shall promptly file, in a manner that is reasonably acceptable
to the Trustee, and exercise its reasonable best efforts to obtain a favorable
response to, no-action requests with, or other appropriate exemptive relief
from, the Securities and Exchange Commission seeking usual and customary
exemption from such reporting requirements granted to issuers of securities
similar to the Certificates. The Depositor shall promptly forward to the Trustee
a copy of such no-action letter once received from the Securities and Exchange
Commission. The Trustee shall have no responsibility to file any items with the
Securities and Exchange Commission other than those specified in this section.

         SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related
provisions of the Code in order to create or maintain the status of the REMICs
created hereby as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC Pool to take any action that could (i) endanger the
status of any REMIC Pool as a REMIC under the Code or (ii) result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Master
Servicer shall comply with the provisions of Article XII hereof.

         SECTION 8.28 TERMINATION. The obligations and responsibilities of the
Master Servicer created hereby (other than the obligation of the Master Servicer
to make payments to the Paying Agent as set forth in Section 8.29 and the
obligations of the Master Servicer to the Trustee, the Paying Agent, a Special
Servicer and the Trust) shall terminate (i) on the date which is the later of
(A) the final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or (B) the
disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(a)(iii), (iv) or (x) has occurred, 60 days following the date on which the
Trustee or Depositor gives written notice to the Master Servicer that the Master
Servicer is terminated or (iii) if an Event of Default described in clauses
8.28(a)(i), (ii), (v), (vii), (viii) or (ix) has



                                     -184-
<PAGE>


occurred, immediately upon the date on which the Trustee or the Depositor gives
written notice to the Master Servicer that the Master Servicer is terminated.
After any Event of Default, the Trustee (i) may elect to terminate the Master
Servicer by providing such notice, and (ii) shall provide such notice if holders
of Certificates representing more than 25% of the Aggregate Certificate Balance
of all Certificates so direct the Trustee.

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

                  (i) any failure by the Master Servicer to timely make any
Servicing Advance required to be made by it pursuant to this Agreement, which
continues unremedied for a period ending on the earlier of (A) 15 days following
the date such Servicing Advance was first required to be made (except with
respect to any Emergency Advance, which shall be made immediately), or (B)
either, if applicable, (1) in the case of a Servicing Advance relating to the
payment of insurance premiums, the day on which such insurance coverage
terminates if such premiums are not paid or (2) in the case of a Servicing
Advance relating to the payment of real estate taxes, the date of the
commencement of a foreclosure action with respect to the failure to make such
payment; or

                  (ii) (A) any failure by the Master Servicer to make a required
deposit to the Certificate Account which continues unremedied for one Business
Day following the date on which such deposit was first required to be made, or
(B) any failure by the Master Servicer to deposit into, or to remit to the
Trustee for deposit into, the Distribution Account any amount required to be so
deposited or remitted, which failure is not remedied by 11:00 a.m. (New York
City time) on the relevant Distribution Date; or

                  (iii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the duties, covenants or
agreements on the part of the Master Servicer contained in this Agreement which
continues unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Depositor or the Trustee; provided, however, that
if the Master Servicer certifies to the Trustee and the Depositor that the
Master Servicer is in good faith attempting to remedy such failure, such cure
period will be extended to the extent necessary to permit the Master Servicer to
cure such failure; provided, further that such cure period may not exceed 90
days; or

                  (iv) any breach of the representations and warranties
contained in Section 8.20 hereof that materially and adversely affects the
interest of any holder of any Class of Certificates and that continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the Master
Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

                  (v) the Master Servicer is removed from S&P's approved master
servicer list and the ratings then assigned by S&P to any Classes of
certificates are downgraded,


                                     -185-
<PAGE>


qualified or withdrawn (including, without limitation, being placed on "negative
credit watch") in connection with such removal; or

                  (vi) RESERVED

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

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

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

                  (x) a Servicing Officer of the Master Servicer receives actual
knowledge that Moody's has (i) qualified, downgraded or withdrawn its rating or
ratings of one or more Classes of Certificates, or (ii) placed one or more
Classes of Certificates on "watch status" in contemplation of a rating downgrade
or withdrawal (and such "watch status" placement shall not have been withdrawn
by Moody's within 60 days of the date that a Servicing Officer of the Master
Servicer obtained such actual knowledge) and, in the case of either of clauses
(i) or (ii), citing servicing concerns with the Master Servicer as the sole or
material factor in such rating action.

         (b) Notwithstanding the foregoing, if the Event of Default of the
Master Servicer occurs primarily by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined) (that is, it would not have occurred
but for (a) the occurrence of such Primary Servicing Default and (b) the Master
Servicer's failure to cause the cure of such event) and the Trustee (or the
Trustee at the direction of the Certificateholders pursuant to Section 8.28
hereof) elects to terminate the Master Servicer, then GMAC Commercial Mortgage
Corporation shall have the right to elect that the successor Master Servicer,
upon its succession, enter into a primary servicing agreement with GMAC
Commercial Mortgage Corporation with respect to all Mortgage Loans as to which
that Primary Servicing Default occurred, so long as the initial Master Servicer
is on the approved list of commercial mortgage loan servicers maintained by S&P,
and such agreement shall be substantially in the form of Exhibit G-1 hereto (but
as if GMAC Commercial Mortgage Corporation were the Primary Servicer or
Sub-Servicer thereunder and with applicable servicing fees and excess fees as
specified on the Mortgage Loan Schedule); and, in the case of an agreement in
the form of Exhibit G-1, thereupon GMAC



                                     -186-
<PAGE>


Commercial Mortgage Corporation shall be deemed to have been granted the rights
and deemed to have assumed the obligations granted to or imposed on "Primary
Servicer" hereunder as to such Mortgage Loans (and under such Primary Servicing
Agreement). For purposes of the preceding sentence, a "Primary Servicing
Default" means an "event of default" of the Primary Servicer under the Primary
Servicing Agreement of JHREF. If the Master Servicer is terminated based upon an
Event of Default set forth in clause (i) (as to the obligation to make P&I
Advances), (v) or (x) of Section 8.28(a), then the Master Servicer shall have
the right to enter into a primary servicing agreement with the successor Master
Servicer with respect to all Mortgage Loans that are not then subject to a
Primary Servicing Agreement, so long as the terminated Master Servicer is on the
approved list of commercial mortgage loan servicers maintained by S&P.

         SECTION 8.29 PROCEDURE UPON TERMINATION.

         (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by the Master Servicer to the Paying Agent shall be made, shall be
given promptly in writing by the Master Servicer to the Paying Agent no later
than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month of such
final distribution. Upon any such termination, the duties of the Master Servicer
(other than the obligation of the Master Servicer to pay to the Paying Agent the
amounts remaining in the Certificate Account as set forth below and the
obligations of the Master Servicer to the Trustee and the Trust as provided
herein) shall terminate and the Master Servicer shall transfer to the Paying
Agent the amounts remaining in the Certificate Account (and any sub-account)
after making the withdrawals permitted to be made pursuant to Section 5.2 and
shall thereafter terminate the Certificate Account and any other account or fund
maintained with respect to the Mortgage Loans.

         (b) On the date specified in a written notice of termination given to
the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date
on which a written notice of termination is given to the Master Servicer
pursuant to clause (iii) of Section 8.28(a) all authority, power and rights of
the Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation or unreimbursed Advances or, if the terminated Master
Servicer is GMAC Commercial Mortgage Corporation, its rights to the Excess
Servicing Fee); provided that in no event shall the termination of the Master
Servicer be effective until a successor servicer shall have succeeded the Master
Servicer as successor servicer, subject to approval by the Rating Agencies,
notified the Master Servicer of such designation and such successor servicer
shall have assumed the Master Servicer's obligations and responsibilities
hereunder and under the Primary Servicing Agreement, as set forth in an
agreement substantially in the form hereof, with respect to the Mortgage Loans
and, in the circumstances set forth in the last sentence of Section 8.28(b),
entered into a new primary servicing agreement with the predecessor Master
Servicer in substantially the same form as Exhibit AA attached hereto. Except as
provided in the next sentence, the Trustee may not succeed the Master Servicer
as servicer until and unless it has satisfied the provisions that would apply to
a Person succeeding to the business of the Master Servicer pursuant to Section
8.22(b) hereof. Notwithstanding the foregoing sentence, in the event that the
Master Servicer is terminated as a result of an event described in Section




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8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the Trustee shall act as successor
servicer immediately upon delivery of a notice of termination to the Master
Servicer and shall use commercially reasonable efforts within 90 days of
assuming the duties of the Master Servicer, either to satisfy the conditions of
Section 8.22(b) hereof or to transfer the duties of the Master Servicer to a
successor servicer who has satisfied such conditions. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The Master Servicer agrees to cooperate with the
Trustee and the Paying Agent in effecting the termination of the Master
Servicer's responsibilities and rights hereunder as Master Servicer including,
without limitation, notifying Mortgagors of the assignment of the servicing
function and providing the Trustee all documents and records in electronic or
other form reasonably requested by it to enable the successor servicer
designated by the Trustee to assume the Master Servicer's functions hereunder
and to effect the transfer to such successor for administration by it of all
amounts which shall at the time be or should have been deposited by the Master
Servicer in the Certificate Account and any other account or fund maintained or
thereafter received with respect to the Mortgage Loans.

         (c) If the Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (v) or (x) of Section 8.28(a), and if the Master
Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less than three Qualified Bidders
submit bids for the right to service the Mortgage Loans under this Agreement.

         (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreement, not later than 30 days after termination of the Master
Servicer hereunder. The Trustee shall select the Qualified Bidder with the
highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

         (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the



                                     -188-
<PAGE>


Successful Bidder (net of all out-of-pocket expenses incurred in connection with
obtaining such bid and transferring servicing) by wire transfer of immediately
available funds to an account specified by the terminated Master Servicer no
later than 1:00 p.m. New York City time on the date specified for the assignment
and assumption of the servicing rights hereunder.

         (f) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within 30 days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day
period, the Trustee shall have no further obligations under Section 8.29(c) and
may act or may select another successor to act as Master Servicer hereunder in
accordance with Section 8.29(b).

         (g) Notwithstanding anything to the contrary in this Section 8.29, the
successor master servicer must assume all of the obligations of the terminated
Master Servicer under the Primary Servicing Agreement (and the subservicing
agreement (in effect as of the date hereof) of GMAC Commercial Mortgage
Corporation) as a condition precedent to its becoming Master Servicer hereunder.

         For purposes of the foregoing provisions of Section 8.29(c), the phrase
"rights to service" shall be construed to exclude those servicing rights and
duties as to which GMAC Commercial Mortgage Corporation, as master servicer, has
made an election for the execution of a primary servicing agreement as
contemplated by Section 8.28(b).

                                   ARTICLE IX

               ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                           LOANS BY SPECIAL SERVICER

         SECTION 9.1 DUTIES OF SPECIAL SERVICER.

         (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
and, solely as it relates to any A/B Mortgage Loan, for the benefit of the
holder of the related B Note, and, solely as it relates to any Loan Pair, for
the benefit of the holder of the related Companion Loan, the related Special
Servicer shall service the Specially Serviced Mortgage Loans and manage the
related REO Properties in accordance with the provisions of this Agreement and
the Servicing Standard. Certain of the provisions of this Article IX make
explicit reference to their applicability to Mortgage Loans, any Companion Loan
and any B Note; notwithstanding such explicit references, references in this
Article IX to "Mortgage Loans" shall be construed, unless otherwise specified,
to refer also to such B Note and such Companion Loan (but any other terms that
are defined in Article I and used in this Article IX shall be construed
according to such definitions without regard to this sentence). The provisions
of this Article IX are subject to Section 1.4(f) herein.

         (b) Each Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations



                                     -189-
<PAGE>


with respect to the Specially Serviced Mortgage Loans hereunder; provided,
however, that (i) the Special Servicers 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, such Special
Servicer may require the Master Servicer to pay a reasonable fee to cover the
costs of the preparation thereof. The Special Servicer's obligations with
respect to the servicing of any Specially Serviced Mortgage Loan and any related
REO Properties shall terminate when such Specially Serviced Mortgage Loan has
become a Rehabilitated Mortgage Loan, unless and until another Servicing
Transfer Event with respect to such Rehabilitated Mortgage Loan occurs.

         (c) The Special Servicer shall send a written notice to the Master
Servicer and the Paying Agent within two Business Days after becoming aware that
a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall
identify the applicable Mortgage Loan. Upon the receipt of such notice by the
Master Servicer and the Paying Agent, such Mortgage Loan shall become a
Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.

         (d) Upon the occurrence of a Servicing Transfer Event with respect to a
Mortgage Loan and upon the reasonable request of the Special Servicer, the
Master Servicer shall mark its records for such Mortgage Loan to cause any
monthly statements for amounts due on such Mortgage Loan to be sent thereafter
to the Special Servicer rather than the related Mortgagor. Upon receipt of any
such monthly statement, the Special Servicer shall, within two Business Days,
advise the Master Servicer of any changes to be made, and return the monthly
statement to the Master Servicer. The Master Servicer shall thereafter promptly
send the corrected monthly statement to the Mortgagor. If a Mortgage Loan
becomes a Rehabilitated Mortgage Loan, the Master Servicer shall send the
monthly statement to the Mortgagor as it did before such Mortgage Loan became a
Specially Serviced Mortgage Loan.

         (e) All amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become an
REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B Note or a
Companion Loan) shall be deposited in the Certificate Account, all amounts
collected by the Master Servicer with respect to a Specially Serviced Mortgage
Loan that is a B Note shall be deposited in the related A/B Loan Custodial
Account and all amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan that is a Companion Loan shall be deposited in
the related Companion Loan Custodial Account. The Master Servicer shall within
three Business Days after receipt of any such payment, notify the Special
Servicer of the receipt of such payment and the amount thereof. The Special
Servicer shall, within one Business Day thereafter, instruct the Master Servicer
in writing how to apply such payment (with the application of such payments to
be made in accordance with the related Mortgage Loan documents (including the
related Intercreditor Agreement, if any) or in accordance with this Agreement,
as applicable).

         (f) After the occurrence of any Servicing Transfer Event with respect
to any one or more Mortgage Loans that are the subject of any Environmental
Insurance Policy, (i) the Special Servicer shall monitor the dates by which any
claim must be made or action must be taken under such Environmental Insurance
Policy to achieve the payment of all amounts thereunder to which the Trust is
entitled in the event the Special Servicer has actual knowledge



                                     -190-
<PAGE>


of any event giving rise to a claim under such Environmental Insurance Policy
(an "Insured Environmental Event") and (ii) if the Special Servicer has actual
knowledge of an Insured Environmental Event with respect to such Mortgage Loan,
the Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of the related Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance. All extraordinary expenses (but not ordinary
and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1 shall be paid by the Trust.

         SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY OF
SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain in effect
a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy.
The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond
shall be issued by a Qualified Insurer (unless the Special Servicer self insures
as provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the Special Servicer
shall obtain a comparable replacement policy or bond from an insurer or issuer
meeting the requirements set forth above as of the date of such replacement. So
long as the long-term rating of the Special Servicer is not less than two rating
categories (ignoring pluses or minuses) lower than the highest rating of the
Certificates, but in any event not less than "BBB" as rated by S&P and "A2" as
rated by Moody's, the Special Servicer may self-insure for the Servicer Fidelity
Bond and the Servicer Error and Omissions Insurance Policy.

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

         SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

         (a) Subject to the other terms and provisions of this Agreement, a
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 the related Specially Serviced Mortgage
Loans which the Master Servicer may perform as set forth in Section 8.3(a),
including (i) to execute and deliver, on behalf of itself or the Trust (or
holder of a B Note or Companion Loan, as applicable), any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Specially Serviced Mortgage
Loans and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney
in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from
time to time, upon request, with any additional powers of attorney of the Trust,
empowering the Special Servicer to take such actions as it determines to be
reasonably necessary to comply with its servicing,



                                     -191-
<PAGE>


administrative and management duties hereunder, and the Trustee shall execute
and deliver or cause to be executed and delivered such other documents as a
Special Servicing Officer may request, that are necessary or appropriate to
enable the Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided, that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, the Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless the Special Servicer reasonably believes that such action
should be taken in less than five Business Days to preserve the property of the
Trust for the benefit of Certificateholders, and the Trustee may within five
Business Days of its receipt of such notice advise the Special Servicer that it
has received an Opinion of Counsel (the cost of which shall be an expense of the
Trust) from an attorney duly licensed to practice law in the state where the
related Mortgaged Property or REO Property is located, that it is likely that
the laws of the state in which said action is to be taken either prohibit such
action if taken in the name of the Trust or that the Trust would be adversely
affected under the "doing business" or tax laws of such state if such action is
taken in its name; provided, further, that the Special Servicer shall not be
liable to the extent that it relies on the advice provided in such Opinion of
Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer
shall take such action in the name of such Person or Persons, in trust for the
Trust (or holder of a B Note or Companion Loan, if applicable), as shall be
consistent with the Opinion of Counsel obtained by the Trustee. Such Person or
Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust (or holder of a B Note or Companion
Loan, if applicable). In the performance of its duties hereunder, a Special
Servicer shall be an independent contractor and shall not, except in those
instances where it is, after notice to the Trustee as provided above, taking
action in the name of the Trust (or holder of a B Note or Companion Loan, if
applicable), be deemed to be the agent of the Trust (or holder of a B Note or
Companion Loan, as applicable). Each Special Servicer shall indemnify the
Trustee for any loss, liability or reasonable expense (including attorneys'
fees) incurred by the Trustee or any director, officer, employee, agent or
Controlling Person of it or its affiliates in connection with any negligent or
intentional misuse of the foregoing powers of attorney furnished to such Special
Servicer by the Trustee. Such indemnification shall survive the resignation or
termination of the Special Servicer hereunder, the resignation or termination of
the Trustee and the termination of this Agreement. A Special Servicer shall not
have any responsibility or liability for any act or omission of the Trustee, the
Master Servicer or the Depositor that is not attributable to its failure to
perform its obligations hereunder. Each Special Servicer may conclusively rely
on any advice of counsel rendered in a Nondisqualification Opinion.

         (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the Special Servicers shall
employ procedures consistent with the Servicing Standard. Each Special Servicer
shall conduct, or cause to be conducted, inspections, at its own expense, of the
Mortgaged Properties relating to its respective Specially Serviced Mortgage
Loans at such times and in such manner as shall be consistent with the Servicing
Standard; provided, that each Special Servicer shall conduct, or cause to be
conducted, inspections of the Mortgaged Properties relating to its respective
Specially Serviced Mortgage



                                     -192-
<PAGE>


Loans at least once during each twelve-month period that ends on June 30 of any
calendar year (commencing with the twelve-month period ending June 30, 2002);
provided further that the Special Servicer shall, at the expense of the Trust,
inspect or cause to be inspected each Mortgaged Property related to a Mortgage
Loan that is delinquent for sixty (60) days in the payment of any amounts due
under such Mortgage Loan. The Special Servicers shall provide to the Master
Servicer (who shall provide, solely as it relates to any A/B Mortgage Loan, to
the holder of the related B Note and solely as it relates to any Loan Pair, to
the holder of the related Companion Loan) and the Operating Adviser copies of
the Inspection Reports relating to such inspections as soon as practicable after
the completion of any inspection.

         (c) Pursuant to the related Loan Pair Intercreditor Agreement, each
owner of a Companion Loan has agreed that the Master Servicer and the related
Special Servicer are authorized and obligated to service and administer the
Companion Loan pursuant to this Agreement.

         SECTION 9.5 "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION
AGREEMENTS; MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE LOANS;
DUE-ON-ENCUMBRANCE CLAUSES.

         Subject to the limitations of Section 12.3, the Special Servicer shall
have the following duties and rights:

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

              (i) provides that such Specially Serviced Mortgage Loan shall (or
may at the Mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property, or

              (ii) provides that such Specially Serviced Mortgage Loan may not
be assumed without the consent of the related mortgagee in connection with any
such sale or other transfer,

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, the Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Special Servicer shall prepare and deliver to S&P and Moody's a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide S&P and Moody's with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which the Special Servicer's decision will be sufficient and a Rating Agency
Confirmation is not



                                     -193-
<PAGE>


required. As to any Mortgage Loan that is not a Specially Serviced Mortgage Loan
and contains a provision in the nature of a "due-on-sale" clause, the Special
Servicer shall have the rights and duties set forth in Section 8.7(b). The
Special Servicer shall be entitled to 100% of all assumption fees in connection
with Specially Serviced Mortgage Loans.

         After notice to the Operating Adviser, the Special Servicer is also
authorized to take or enter into an assignment and assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon;
provided, that except as otherwise permitted by Section 9.5(c), any such
assignment and assumption or substitution agreement shall contain no terms that
could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall otherwise enter
into any assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

         (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity
with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

         (c) Subject to the Servicing Standard and Sections 9.39 and 9.40, and
the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would



                                     -194-
<PAGE>


increase the recovery on the Specially Serviced Mortgage Loan to
Certificateholders on a net present value basis (the relevant discounting of
amounts that will be distributable to Certificateholders to be performed at
related Mortgage Rate), (C) such modification, waiver or amendment would not
cause an Adverse REMIC Event to occur, and (D) if notice to the Operating
Adviser of such modification, waiver or amendment is required pursuant to
Section 9.39, the Special Servicer has made such notice. Pacific Life Insurance
Company, in its capacity as special servicer, with respect to any B Note and
Companion Loan that is a Specially Serviced Mortgage Loan, shall notify the
holder of the B Note and Companion Loan, as applicable, of any modification of
the monthly payments of an A/B Mortgage Loan or Loan Pair, as the case may be,
and such monthly payments shall be allocated in accordance with the related
Intercreditor Agreement.

         In no event, however, shall a Special Servicer (i) extend the Maturity
Date of a Specially Serviced Mortgage Loan beyond a date that is two years prior
to the Rated Final Distribution Date or (ii) if the Specially Serviced Mortgage
Loan is secured by a ground lease, extend the Maturity Date of such Specially
Serviced Mortgage Loan unless such Special Servicer gives due consideration to
the remaining term of such ground lease. A Special Servicer shall not extend the
Maturity Date of any Mortgage Loan secured by a Mortgaged Property covered by a
group secured creditor impaired property environmental insurance policy for more
than five years beyond such Mortgage Loan's Maturity Date unless a new Phase I
Environmental Report indicates that there is no environmental condition or the
Mortgagor obtains, at its expense, an extension of such policy on the same terms
and conditions to cover the period through five years past the extended Maturity
Date, provided that, (i) if such Mortgage Loan is secured by a ground lease,
such Special Servicer shall give due consideration to the remaining term of the
ground lease and (ii) in no case shall the Maturity Date of any such Mortgage
Loan be extended past a date that is two years prior to the Rated Final
Distribution Date.

         The determination of a 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 a Special Servicer intends to permit a Mortgagor
to substitute collateral for all or any portion of a Mortgaged Property pursuant
to Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant
to Section 9.5(c), if the security interest of the Trust, the holder of any
Companion Loan or the holder of any B Note in such collateral would be perfected
by possession, or if such collateral requires special care or protection, then
prior to agreeing to such substitution or addition of collateral, the Special
Servicer shall make arrangements for such possession, care or protection, and
prior to agreeing to such substitution or addition of collateral (or such
arrangement for possession, care or protection) shall obtain the prior written
consent of the Trustee with respect thereto (which consent shall not be
unreasonably withheld, delayed or conditioned); provided, however, that the
Trustee shall not be required (but has the option) to consent to any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any additional duties or obligations or incur
any additional expense. Notwithstanding the foregoing, the Special Servicer will
not permit a Mortgagor to substitute collateral for any portion of the Mortgaged
Property pursuant to Section 9.5(c) unless it shall have received a Rating
Agency Confirmation in



                                     -195-
<PAGE>


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

         (e) The Special Servicer will promptly deliver to the Master Servicer,
the Operating Adviser, the Trustee, the Paying Agent and the Rating Agencies a
notice, specifying any such assignments and assumptions, modifications, waivers
or amendments, such notice identifying the affected Specially Serviced Mortgage
Loan. Such notice shall set forth the reasons for such waiver, modification, or
amendment (including, but not limited to, information such as related income and
expense statements, rent rolls, occupancy status, property inspections, and an
internal or external appraisal performed in accordance with MAI standards and
methodologies (and, if done externally, the cost of such appraisal shall be
recoverable as a Servicing Advance subject to the provisions of Section 4.4
hereof)). The Special Servicer shall also deliver to the Trustee (or the
Custodian), for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment promptly
following the execution thereof.

         (f) No fee described in this Section shall be collected by the Special
Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of the Mortgage Loan if the
collection of such fee would cause such consent, modification, waiver or
amendment to be a "significant modification" of the Mortgage Note within the
meaning of Treasury Regulation ss. 1.860G-2(b). Subject to the foregoing, each
Special Servicer shall use its reasonable efforts, in accordance with the
Servicing Standard, to collect any modification fees and other expenses
connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed
modification shall not impair the right of a Special Servicer, the Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

         (g) The related Special Servicer shall cooperate with the Master
Servicer (as provided in Section 8.7) in connection with assignments and
assumptions of related Mortgage Loans that are not Specially Serviced Mortgage
Loans, and shall be entitled to receive 50% of any assumption fee paid by the
related Mortgagor in connection with an assignment and assumption executed
pursuant to Section 8.7(a) and 50% of any assumption fee paid by the related
Mortgagor in connection with an assignment and assumption executed pursuant to
Section 8.7(b). The related Special Servicer shall be entitled to 100% of any
assumption fee received in connection with a Specially Serviced Mortgage Loan.


                                     -196-
<PAGE>


         (h) Notwithstanding anything herein to the contrary, (i) none of the
Special Servicers shall have any right or obligation to consult with or to seek
and/or obtain consent or approval from the Operating Adviser prior to acting,
and provisions of this Agreement requiring such shall be of no effect, if the
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that such Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC Event with respect to any REMIC Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Paying
Agent or the Trustee, or any of their respective Affiliates, officers,
directors, employees or agents, to any material claim, suit or liability, or (D)
materially expand the scope of the Special Servicer's responsibilities under
this Agreement. In no event shall Pacific Life Insurance Company, as special
servicer, be required to take direction from the Operating Adviser with respect
to Mortgage Loan No. 1 so long as the B Note is the Controlling Holder (as
defined in the A/B Mortgage Loan Intercreditor Agreement) pursuant to the A/B
Mortgage Loan Intercreditor Agreement.

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

              (i) provides that such Mortgage Loan shall (or may at the
    mortgagee's option) become due and payable upon the creation of any
    additional lien or other encumbrance on the related Mortgaged Property; or

              (ii) requires the consent of the mortgagee to the creation of any
    such additional lien or other encumbrance on the related Mortgaged Property,

then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision with respect to a Mortgage Loan, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver.

         SECTION 9.6 RELEASE OF MORTGAGE FILES.

         (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Mortgage Loan, the Special Servicer will
immediately notify the Master Servicer. The Special Servicer shall determine, in
accordance with the Servicing Standard, whether an instrument of satisfaction
shall be delivered and, if the Special Servicer determines that such instrument
should be delivered, the Special Servicer shall deliver written approval of such
delivery to the Master Servicer.


                                     -197-
<PAGE>


         (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

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

         (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in
the possession of the Special Servicer related to such Rehabilitated Mortgage
Loan. Prior to the transfer of servicing with respect to any Rehabilitated
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard,
the Special Servicer shall notify, in writing, each Mortgagor under each
Rehabilitated Mortgage Loan of such transfer.

         SECTION 9.7 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF SPECIAL
SERVICER TO BE HELD FOR THE TRUSTEE.

         (a) The Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of 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 Special Servicer in respect of any
Specially Serviced Mortgage Loan or any REO Property or which otherwise are
collected by the Special Servicer as Liquidation Proceeds, Condemnation Proceeds
or Insurance Proceeds in respect of any Specially Serviced Mortgage Loan or any
REO Property shall be transmitted to the Master Servicer within one Business Day
of receipt for deposit to the Certificate Account, except that if such amounts
relate to REO Income, they shall be deposited by the Special Servicer in the REO
Account. The Special Servicer shall provide information and documentation
regarding the Specially Serviced Mortgage Loans to the Trustee, the Master
Servicer, the Paying Agent, the Operating Adviser, if applicable, and their
respective agents and accountants at any time upon reasonable written request,
provided that the Special Servicer shall not be required to take any action or
provide any information that the Special Servicer determines will result in any
material cost or expense to which it is not entitled to reimbursement hereunder
or will result in any material liability for which it is not indemnified
hereunder; provided further that the Trustee and the Paying Agent shall be
entitled to receive from the Special Servicer all such information as the
Trustee and the Paying Agent shall reasonably require to perform their
respective duties hereunder. In fulfilling such a request, the Special Servicer
shall not be responsible for determining whether such information is sufficient
for the Trustee's, the Master Servicer's, the Paying Agent's or the Operating
Adviser's purposes.


                                     -198-
<PAGE>


         (b) The Special Servicers hereby acknowledge that the Trust (and/or the
holder of the related B Note, if an A/B Mortgage Loan is involved and/or the
holder of the related Companion Loan, if a Loan Pair is involved) owns the
Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust (or the
holder of the related B Note, if an A/B Mortgage Loan is involved or the holder
of the related Companion Loan, if a Loan Pair is involved).

         (c) The Special Servicer also agrees that it shall not create, incur or
subject any Specially Serviced Mortgage Loans, or any funds that are required to
be deposited in any REO Account to any claim, lien, security interest, judgment,
levy, writ of attachment or other encumbrance, nor assert by legal action or
otherwise any claim or right of setoff against any Specially Serviced Mortgage
Loan or any funds, collected on, or in connection with, a Specially Serviced
Mortgage Loan.

         SECTION 9.8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SPECIAL
SERVICER.

         (a)  Each Special Servicer, solely with respect to itself and the
Mortgage Loans it specially services, hereby represents and warrants to, and
covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor, as of the Closing Date, that:

              (i) The Special Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of the State of California, and the
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 Special
Servicer, and the performance and compliance with the terms of this Agreement by
the Special Servicer, will not violate the 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.

              (iii) The Special 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



                                     -199-
<PAGE>


Special Servicer, enforceable against the Special 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 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
Special Servicer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Special Servicer to perform
its obligations under this Agreement or the financial condition of the Special
Servicer.

              (vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer, the outcome of
which, in the Special Servicer's good faith and reasonable judgment, could
reasonably be expected to prohibit the Special Servicer from entering into this
Agreement or materially and adversely affect the ability of the Special Servicer
to perform its obligations under this Agreement.

              (vii) The Special Servicer has an Errors and Omissions Insurance
Policy which is in full force and effect and complies with the requirements of
Section 9.2 hereof.

              (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 Special Servicer with this Agreement, or the consummation by
the 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 Special Servicer under
this Agreement.

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

         (c) Any cause of action against either Special Servicer arising out of
the breach of any representations or warranties made in this Section shall
accrue upon the giving of written notice to the Special Servicer against whom
such action is brought by any of the Trustee, the other Special Servicer, the
Master Servicer or the Paying Agent. The Special Servicer in question shall give
prompt notice to the Trustee, the Paying Agent, the Depositor, the Operating
Adviser and the Master Servicer of the occurrence, or the failure to occur, of
any event that, with notice, or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

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

         (a) For all REO Property, the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with a Qualified
Insurer a Standard Hazard



                                     -200-
<PAGE>


Insurance Policy (and any other insurance coverage which the related Mortgagor
was required to maintain under the related Mortgage); 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 Special Servicer
shall maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage equal to the lesser of the then outstanding Principal Balance of the
Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest) and
the maximum insurance coverage required under such current guidelines. It is
understood and agreed that the Special Servicer has no obligation to obtain
earthquake or other additional insurance on REO Property, except as required by
law and, nevertheless, at its sole option and at the Trust's expense, it (if
required at origination and is available at commercially reasonable rates) may
obtain such earthquake insurance. The Special Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to obtain a comprehensive
general liability insurance policy for all REO Properties. The Special Servicer
shall, to the extent available at commercially reasonable rates (as determined
by the Special Servicer in accordance with the Servicing Standard) and to the
extent consistent with the Servicing Standard, use its reasonable efforts to
maintain a Rent Loss Policy covering revenues for a period of at least twelve
months and a comprehensive general liability policy with coverage comparable to
prudent lending requirements in an amount not less than $1 million per
occurrence. All applicable policies required to be maintained by the Special
Servicer pursuant to this Section 9.9(a) shall name the Trustee as loss payee
and be endorsed with a standard mortgagee clause. The costs of such insurance
shall be a Servicing Advance, subject to the provisions of Section 4.4 hereof.

         (b) Any amounts collected by the Special Servicer under any insurance
policies maintained pursuant to this Section 9.9 (other than amounts to be
applied to the restoration or repair of the REO Property) shall be deposited
into the applicable REO Account. Any cost incurred in maintaining the insurance
required hereby for any REO Property shall be a Servicing Advance, subject to
the provisions of Section 4.4 hereof.

         (c) Notwithstanding the above, the Special Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Special
Servicer shall not be required in any event to maintain or obtain insurance
coverage beyond what is available on commercially reasonable terms (as
determined by the Special Servicer, which shall be entitled to rely on insurance
consultants in making such determination, consistent with the Servicing
Standard) at a cost customarily acceptable and consistent with the Servicing
Standard, it being understood that the cost for terrorism insurance to the
Mortgagor under Mortgage Loan No. 1 that is specified in the Mortgage Loan
documents will be deemed to be customarily acceptable for the Mortgaged
Property, and the Special Servicer will be obligated to enforce the provisions
set forth therein.


                                     -201-
<PAGE>


         The Special Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in this Section 9.9 either (i) if the Special Servicer
shall have obtained and maintained a master force placed or blanket insurance
policy insuring against hazard losses on all of the applicable Mortgage Loans
serviced by it, it being understood and agreed that such policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing
Standard, and provided that such policy is issued by a Qualified Insurer with a
minimum claims paying ability rating of at least "A-" by S&P and "A2" by Moody's
or otherwise approved by the Rating Agencies or (ii) if the Special Servicer,
provided that the rating of such Person's long-term debt is not less than "A-"
by S&P and "A2" by Moody's self-insures for its obligations as set forth in the
first paragraph of this Section 9.9. In the event that the Special Servicer
shall cause any Mortgage Loan serviced by it to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Special
Servicer as a Servicing Advance, subject to the provisions of Section 4.4
hereof. If such policy contains a deductible clause, the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

         SECTION 9.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The
Special Servicer will prepare and present or cause to be prepared and presented
on behalf of the Trustee all claims under the Insurance Policies with respect to
REO Property, and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
recover under such policies. Any proceeds disbursed to the Special Servicer in
respect of such policies shall be promptly remitted to the Certificate Account,
upon receipt, except for any amounts realized that are to be applied to the
repair or restoration of the applicable REO Property in accordance with the
Servicing Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.10 shall be paid by the Trust.

         SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

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



                                     -202-
<PAGE>


The Special Servicer shall be entitled to receive a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property (whether arising pursuant to a
sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is
a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the
reference to "REO Property" in the preceding sentence shall be construed on a
property-by-property basis to refer separately to the acquired real property
that is a successor to each of such Mortgaged Properties, thereby entitling the
Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in
connection with a final disposition of, and Condemnation Proceeds received in
connection with, each such acquired property as the Liquidation Proceeds related
to that property are received. The Special Servicer shall also be entitled to
additional special servicing compensation of an amount equal to the excess, if
any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans
which are Specially Serviced Mortgage Loans which have received voluntary
Principal Prepayments not from Liquidation Proceeds or from modifications of
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date. If a Special Servicer resigns or is terminated for any reason, it shall
retain the right to receive any Work-Out Fees payable on the applicable Mortgage
Loans that became Rehabilitated Mortgage Loans while it acted as Special
Servicer and remained Rehabilitated Mortgage Loans at the time of such
resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

         (b) The Special Servicer shall be entitled to cause the Master Servicer
to withdraw (i) from the Certificate Account, the Special Servicer Compensation
in respect of each Mortgage Loan (but not a B Note), (ii) from any Companion
Loan Custodial Account, the Special Servicer Compensation to the extent related
solely to the related Companion Loan and (iii) from any A/B Loan Custodial
Account, the Special Servicer Compensation to the extent related solely to the
related B Note, in the time and manner set forth in Section 5.2 of this
Agreement. Each Special Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.

         (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the related
Special Servicer, to the extent not required to be deposited in the Certificate
Account pursuant to the terms of this Agreement. The related Special Servicer
shall also be permitted to receive 50% of all assumption fees collected with
respect to Mortgage Loans that are not Specially Serviced Mortgage Loans as
provided in Section 8.7(a) and 100% of all assumption fees collected with
respect to Mortgage Loans that are Specially Serviced Mortgage Loans as provided
in Section 9.5(a). To the extent any component of Special Servicer Compensation
is in respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related Mortgagor, and to the extent so collected, in full or in part, the
Special Servicer shall not be entitled to compensation for the portion so
collected therefor hereunder out of the Trust.


                                     -203-
<PAGE>


         SECTION 9.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

         (a) The Special Servicer, in accordance with the Servicing Standard and
subject to Section 9.4(a) and Section 9.36, shall use its reasonable efforts to
foreclose upon, repossess or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Specially Serviced Mortgage Loans as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments of such Mortgage Loan, the
sale of such Mortgage Loan in accordance with this Agreement or the modification
of such Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses unless such Special Servicer shall determine, consistent
with the Servicing Standard, (i) that such foreclosure will increase on a net
present value basis the Liquidation Proceeds of the Specially Serviced Mortgage
Loan to the Trust (and the holder of the related B Note if in connection with an
A/B Mortgage Loan and the holder of the related Companion Loan if in connection
with a Loan Pair, taken as a collective whole) and (ii) that such Liquidation
Expenses will be recoverable from Liquidation Proceeds, and any such Servicing
Advance by the Master Servicer or the Trustee shall be subject to the
determination(s) of recoverability contemplated by Section 4.4.

         (b)  A 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 such Special
Servicer; or

              (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC will not
cause the imposition of a tax on any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

         (c) Notwithstanding anything to the contrary in this Agreement, a
Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not
otherwise acquire possession of, or take any other action with respect to, any
Mortgaged Property, if, as a result of any such action the Trust would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA,
or any applicable comparable federal, state or local law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined in accordance with the Servicing Standard, based on a Phase I
Environmental Report prepared by a Person (who may be an employee or affiliate
of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the
case of multi-family mortgage loans and customary servicing practices in the
case of commercial loans for environmental assessments, which report shall be
delivered to the Trustee, that:

              (i)  such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such



                                     -204-
<PAGE>


actions as are necessary to bring the Mortgaged Property in compliance therewith
is reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions;

              (ii) taking such actions as are necessary to bring the Mortgaged
Property in compliance with applicable Environmental Laws is reasonably likely
to produce a greater recovery on a net present value basis than pursuing a claim
under the Environmental Insurance Policy; and

              (iii) there are no circumstances or conditions present or
threatened at such Mortgaged Property relating to the use, management, disposal
or release of any hazardous substances, hazardous materials, hazardous wastes,
or petroleum-based materials for which investigation, testing, monitoring,
removal, clean-up or remediation could be required under any federal, state or
local law or regulation, or that, if any such materials are present for which
such action could be required, after consultation with an environmental expert
taking such actions with respect to the affected Mortgaged Property is
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions); provided, however, that such compliance pursuant to clause (i)
and (ii) above or the taking of such action pursuant to this clause (iii) shall
only be required to the extent that the cost thereof is a Servicing Advance of
the Master Servicer pursuant to this Agreement, subject to the provisions of
Section 4.4 hereof.

         (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

         (e) If the related Special Servicer determines, pursuant to Section
9.12(c), that taking such actions as are necessary to bring any Mortgaged
Property into compliance with applicable Environmental Laws, or taking such
actions with respect to the containment, removal, clean-up or remediation of
hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
materials affecting any such Mortgaged Property, is not reasonably likely to
produce a greater recovery on a net present value basis than not taking such
actions (after taking into account the projected costs of such actions) or than
not pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and the holder of the related B Note if in connection with an A/B
Mortgage Loan and the holder of the related Companion Loan if in connection with
a Loan Pair, taken as a collective whole), including, without limitation,
releasing the lien of the related Mortgage. If the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to
Mortgaged Property (taking into account the cost of bringing it into compliance
with applicable Environmental Laws) would exceed the Principal Balance of the
related Mortgage Loan, the Special Servicer shall not attempt to bring such
Mortgaged Property into compliance and shall not acquire title to such Mortgaged
Property unless it has received the written consent of the Trustee to such
action.


                                     -205-
<PAGE>


         (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

         SECTION 9.13 FORECLOSURE. In the event that the Trust obtains, through
foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

         The Special Servicer may consult with counsel to determine when an
Acquisition Date shall be deemed to occur under the REMIC Provisions with
respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the related Companion Loan if in connection with a Loan Pair),
shall sell the REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to
Section 9.15, the Special Servicer shall manage, conserve, protect and operate
the REO Property for the holders of beneficial interests in the Trust (and the
holder of the related B Note if in connection with an A/B Mortgage Loan and the
holder of the related Companion Loan if in connection with a Loan Pair) solely
for the purpose of its prompt disposition and sale.

         SECTION 9.14 OPERATION OF REO PROPERTY

         (a) The Special Servicer shall segregate and hold all funds collected
and received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property one or more accounts held in trust for the
benefit of the Certificateholders (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Companion
Loan if in connection with a Loan Pair) in the name of "Wells Fargo Bank
Minnesota, N.A., as Trustee for the Holders of Morgan Stanley Dean Witter
Capital I Inc. Commercial Mortgage Securities Inc. Commercial Mortgage
Pass-Through Certificates Series 2002-HQ, the holder of any Companion Loan and
the holder of any B Note as their interests may appear [name of Property
Account]" (each, an "REO Account"), which shall be an Eligible Account. Amounts
in any REO Account shall be invested in Eligible Investments. The Special
Servicer shall deposit all funds received with respect to an REO Property in the
applicable REO Account within two days of receipt. The Special Servicer shall
account separately for funds received or expended with respect to each REO
Property. All funds in each REO Account may be invested only in Eligible
Investments. The Special Servicer shall notify the Trustee and the Master
Servicer in writing of the location and account number of each REO Account and
shall notify the Trustee prior to any subsequent change thereof.

         (b) On or before each Special Servicer Remittance Date, the Special
Servicer shall withdraw from each REO Account and deposit in the Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties and reinvestment income



                                     -206-
<PAGE>


thereon; provided, however, that (i) the Special Servicer may retain in such REO
Account such portion of such proceeds and collections as may be necessary to
maintain in the REO Account sufficient funds for the proper operation,
management and maintenance of the related REO Property, including, without
limitation, the creation of reasonable reserves for repairs, replacements, and
necessary capital improvements and other related expenses. The Special Servicer
shall notify the Master Servicer of all such deposits (and the REO Properties to
which the deposits relate) made into the Certificate Account and (ii) the
Special Servicer shall be entitled to withdraw from the REO Account and pay
itself as additional Special Servicing Compensation any interest or net
reinvestment income earned on funds deposited in the REO Account. The amount of
any losses incurred in respect of any such investments shall be for the account
of the Special Servicer which shall deposit the amount of such loss (to the
extent not offset by income from other investments) in the REO Account, out of
its own funds immediately as realized. If the Special Servicer deposits in any
REO Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the REO Account, any provision herein to the contrary
notwithstanding.

         (c) If the Trust acquires the Mortgaged Property, the Special Servicer
shall have full power and authority, in consultation with the Operating Adviser,
and subject to the specific requirements and prohibitions of this Agreement and
any applicable consultation rights of the holder of the related B Note relating
to an A/B Mortgage Loan, to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the Special Servicer deems to be in the best interest of the
Trust (and in the case of the A/B Mortgage Loan, the holder of the related B
Note and the Trust as a collective whole and in the case of the Loan Pair, the
holder of the related Companion Loan and the Trust as a collective whole), and,
consistent therewith, may advance from its own funds to pay for the following
items (which amounts shall be reimbursed by the Master Servicer or the Trust
subject to Sections 4.4 in accordance with Section 4.6(e)), to the extent such
amounts cannot be paid from REO Income:

                  (i) all insurance premiums due and payable in respect of such
REO Property;

                  (ii) all real estate taxes and assessments in respect of such
REO Property that could result or have resulted in the imposition of a lien
thereon; and

                  (iii) all costs and expenses necessary to maintain, operate,
lease and sell such REO Property (other than capital expenditures).

         (d)  The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

              (i) the terms and conditions of any such contract shall not be
inconsistent herewith;



                                     -207-
<PAGE>


                  (ii) the terms of such contract shall be consistent with the
provisions of Section 856 of the Code and Treasury Regulation Section
1.856-4(b)(5);

                  (iii) only to the extent consistent with (ii) above, any such
contract shall require, or shall be administered to require, that the
Independent Contractor (A) pay all costs and expenses incurred in connection
with the operation and management of such Mortgaged Property underlying the REO
Property and (B) deposit on a daily basis all amounts payable to the Trust in
accordance with the contract between the Trust and the Independent Contractor in
an Eligible Account;

                  (iv) none of the provisions of this Section 9.14 relating to
any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations to the Trustee with respect to the operation and management of any
such REO Property;

                  (v) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and

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

         The Special Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for the Trust (and, if
applicable, the holder of a B Note or Companion Loan) pursuant to this
subsection (d) for indemnification of the Special Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. All fees of the Independent Contractor (other than fees
paid for performing services within the ordinary duties of a Special Servicer
which shall be paid by the Special Servicer) shall be paid from the income
derived from the REO Property. To the extent that the income from the REO
Property is insufficient, such fees shall be advanced by the Master Servicer as
a Servicing Advance, subject to the provisions of Section 4.4 and Section 4.6(e)
hereof.

         (e) Notwithstanding any other provision of this Agreement, the Special
Servicer shall not rent, lease, or otherwise earn income on behalf of the Trust
or the beneficial owners thereof with respect to REO Property which might cause
the REO Property to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code (without giving effect to the final sentence
thereof) or result in the receipt by any REMIC of any "income from nonpermitted
assets" within the meaning of Section 860F(a)(2) of the Code or any "net income
from foreclosure property" which is subject to tax under the REMIC Provisions
unless (i) the Trustee and the Special Servicer have received an Opinion of
Counsel (at the Trust's sole expense) to the effect that, under the REMIC
Provisions and any relevant proposed legislation, any income generated for REMIC
I by the REO Property would not result in the imposition of a tax upon REMIC I
or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery



                                     -208-
<PAGE>


from the REO Property to the Certificateholders. The Special Servicer shall
notify the Trustee, the Paying Agent and the Master Servicer of any election by
it to incur such tax, and the Special Servicer (i) shall hold in escrow in an
Eligible Account an amount equal to the tax payable thereby from revenues
collected from the related REO Property, (ii) provide the Paying Agent with all
information for the Paying Agent to file the necessary tax returns in connection
therewith and (iii) upon request from the Paying Agent, pay from such account to
the Paying Agent the amount of the applicable tax. The Paying Agent shall file
the applicable tax returns based on the information supplied by the Special
Servicer and pay the applicable tax from the amounts collected by the Special
Servicer.

         Subject to, and without limiting the generality of the foregoing, the
Special Servicer, on behalf of the Trust, shall not:

              (i) permit the Trust to enter into, renew or extend any New Lease
with respect to the REO Property, if the New Lease by its terms will give rise
to any income that does not constitute Rents from Real Property;

              (ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real Property;

              (iii) authorize or permit any construction on the REO Property,
other than the completion of a building or other improvement thereon, and then
only if more than ten percent of the construction of such building or other
improvement was completed before default on the Mortgage Loan became imminent,
all within the meaning of Section 856(e)(4)(B) of the Code; or

              (iv) Directly Operate, other than through an Independent
Contractor, or allow any other Person to Directly Operate, other than through an
Independent Contractor, the REO Property on any date more than 90 days after the
Acquisition Date; unless, in any such case, the Special Servicer has requested
and received an Opinion of Counsel at the Trust's sole expense to the effect
that such action will not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(without giving effect to the final sentence thereof) at any time that it is
held by the applicable REMIC Pool, in which case the Special Servicer may take
such actions as are specified in such Opinion of Counsel.

         SECTION 9.15 SALE OF REO PROPERTY.


         (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable
consistent with the objective of maximizing proceeds for all Certificateholders,
but in no event later than the end of the third calendar year following the end
of the year of its acquisition, and in any event prior to the Rated Final
Distribution Date, unless (i) the Trustee, on behalf of the applicable REMIC
Pool, has been granted an extension of time (an "Extension") (which extension
shall be applied for at least 60 days prior to the the period specified



                                     -209-
<PAGE>


above) by the Internal Revenue Service to sell such REO Property (a
copy of which shall be delivered to the Paying Agent upon request), in which
case the Special Servicer shall continue to attempt to sell the REO Property for
its fair market value for such period longer than the period specified above as
such Extension permits or (ii) the Special Servicer seeks and subsequently
receives, at the expense of the Trust, a Nondisqualification Opinion, addressed
to the Trustee and the Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the period specified above after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause
any REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding. If the Trustee has not received an Extension or such Opinion of
Counsel and the Special Servicer is not able to sell such REO Property within
the period specified above, or if an Extension has been granted and the Special
Servicer is unable to sell such REO Property within the extended time period,
the Special Servicer shall, after consultation with the Operating Adviser,
before the end of such period or extended period, as the case may be, auction
the REO Property to the highest bidder (which may be the Special Servicer) in
accordance with the Servicing Standard; provided, however, that no Interested
Person shall be permitted to purchase the REO Property at a price less than the
Purchase Price; and provided, further that if the Special Servicer intends to
bid on any REO Property, (i) the Special Servicer shall notify the Trustee of
such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust
an Appraisal of such REO Property (or internal valuation in accordance with the
procedures specified in Section 6.9) and (iii) the Special Servicer shall not
bid less than the fair market value set forth in such Appraisal. Neither any
Seller nor the Depositor may purchase REO Property at a price in excess of the
fair market value thereof.

         (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee, the Paying Agent and the Master Servicer
(and the holder of the related B Note, if any, if in connection with an A/B
Mortgage Loan and the holder of the related Companion Loan, if any, if in
connection with a Loan Pair) a statement of accounting for such REO Property,
including without limitation, (i) the Acquisition Date for the REO Property,
(ii) the date of disposition of the REO Property, (iii) the sale price and
related selling and other expenses, (iv) accrued interest (including interest
deemed to have accrued) on the Specially Serviced Mortgage Loan to which the REO
Property related, calculated from the Acquisition Date to the disposition date,
(v) final property operating statements, and (vi) such other information as the
Trustee or the Paying Agent (and the holder of the related B Note if in
connection with an A/B Mortgage Loan and the holder of the related Companion
Loan, if any, if in connection with a Loan Pair) may reasonably request in
writing.

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

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


                                     -210-
<PAGE>


         SECTION 9.16 REALIZATION ON COLLATERAL SECURITY. In connection with the
enforcement of the rights of the Trust to any property securing any Specially
Serviced Mortgage Loan other than the related Mortgaged Property, the Special
Servicer shall consult with counsel to determine how best to enforce such rights
in a manner consistent with the REMIC Provisions and shall not, based on a
Nondisqualification Opinion addressed to the Special Servicer and the Trustee
(the cost of which shall be an expense of the Trust) take any action that could
result in the failure of any REMIC Pool to qualify as a REMIC while any
Certificates are outstanding, unless such action has been approved by a vote of
100% of each Class of Certificateholders (including the Class R-I, Class R-II
and Class R-III Certificateholders).

         SECTION 9.17 RESERVED

         SECTION 9.18 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. The Special
Servicer shall deliver to the Paying Agent on or before noon (Eastern Time) on
March 31 of each calendar year (or March 30 if a leap year), commencing in March
2003, an Officer's Certificate stating, as to the signer thereof, that (A) a
review of the activities of the Special Servicer during the preceding calendar
year or portion thereof and of the performance of the Special Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, the Special Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. The Special Servicer shall deliver such Officer's
Certificate to the Master Servicer, the Depositor and the Trustee by April 7 of
each calendar year. The Special Servicer shall forward a copy of each such
statement to the Rating Agencies. The Paying Agent shall forward a copy of each
such statement to the Luxembourg Paying Agent.

         SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT. On or
before noon (Eastern Time) on March 31 (or March 30 if a leap year) of each
calendar year, beginning with March 2003, the Special Servicer at its expense
shall cause a nationally recognized firm of Independent public accountants (who
may also render other services to the Special Servicer, as applicable) to
furnish to the Paying Agent (in electronic format) a statement to the effect
that (a) such firm has examined certain documents and records relating to the
servicing of the Mortgage Loans under this Agreement or the servicing of
mortgage loans similar to the Mortgage Loans under substantially similar
agreements for the preceding calendar year and (b) the assertion by management
of the Special Servicer, that it maintained an effective internal control system
over the servicing of such mortgage loans is fairly stated in all material
respects, based upon established criteria, which statement meets the standards
applicable to accountant's reports intended for general distribution; provided
that each of the Master Servicer and the Special Servicer shall not be required
to cause the delivery of such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor that a Report on Form
10-K is not required to be filed in respect of the Trust Fund for the preceding
calendar year. The Special Servicer shall deliver such statement to the
Depositor, each Rating Agency, the Trustee and, upon request, the Operating
Adviser by April 7 of each calendar year (or by April 30 of each calendar year
if the statement is not required to be delivered until April 15). The Paying
Agent shall promptly deliver such statement to the Luxembourg Paying Agent.


                                     -211-
<PAGE>


         SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which the Special
Servicer may be merged or consolidated, or any Person resulting from any merger,
conversion, other change in form or consolidation to which the Special Servicer
shall be a party, or any Person succeeding to the business of the Special
Servicer, shall be the successor of the Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate the Special Servicer's servicing
of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be
effected in the manner set forth in Section 9.31.

         SECTION 9.21 RESIGNATION OF SPECIAL SERVICER.

         (a) Except as otherwise provided in this Section 9.21, the Special
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that the Special Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser, and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation shall have been
obtained. Notice of such resignation shall be given promptly by the Special
Servicer to the Master Servicer and the Trustee.

         (b) The Special Servicer may resign from the obligations and duties
hereby imposed on it, upon reasonable notice to the Trustee, provided that (i) a
successor Special Servicer is (x) available, (y) reasonably acceptable to the
Operating Adviser, the Depositor, and the Trustee, and (z) willing to assume the
obligations, responsibilities and covenants to be performed hereunder by the
Special Servicer on substantially the same terms and conditions, and for not
more than equivalent compensation as that herein provided, (ii) the successor
Special Servicer has assets of at least $15,000,000 and (iii) Rating Agency
Confirmation is obtained with respect to such resignation, as evidenced by a
letter from each Rating Agency delivered to the Trustee. Any costs of such
resignation and of obtaining a replacement Special Servicer shall be borne by
the Special Servicer and shall not be an expense of the Trust.

         (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

         (d) Upon any resignation of the Special Servicer, it shall retain the
right to receive any and all Work-Out Fees payable in respect of Mortgage Loans,
any Companion Loan and any B Note that became Rehabilitated Mortgage Loans
during the period that it acted as Special Servicer and that were still
Rehabilitated Mortgage Loans at the time of such resignation (and the successor
Special Servicer shall not be entitled to any portion of such Work-Out Fees),



                                     -212-
<PAGE>


in each case until such time (if any) as such Mortgage Loan, Companion Loan or B
Note again becomes a Specially Serviced Mortgage Loan or are no longer included
in the Trust.

         SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL SERVICER.
The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone,
or delegate certain duties to other professionals such as attorneys and
appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in
Section 9.3) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Special Servicer hereunder or (B) assign and
delegate all of its duties hereunder. In the case of any such assignment and
delegation in accordance with the requirements of clause (A) of this Section,
the Special Servicer shall not be released from its obligations under this
Agreement. In the case of any such assignment and delegation in accordance with
the requirements of clause (B) of this Section, the Special Servicer shall be
released from its obligations under this Agreement, except that the Special
Servicer shall remain liable for all liabilities and obligations incurred by it
as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer,
the Primary Servicer and the Trustee notice of such assignment and delegation;
(ii) such purchaser or transferee accepting such assignment and delegation
executes and delivers to the Depositor and the Trustee an agreement accepting
such assignment, which contains an assumption by such Person of the rights,
powers, duties, responsibilities, obligations and liabilities of the Special
Servicer, with like effect as if originally named as a party to this Agreement;
(iii) the purchaser or transferee has assets in excess of $15,000,000; (iv) such
assignment and delegation is the subject of a Rating Agency Confirmation; and
(v) the Depositor consents to such assignment and delegation, such consent not
be unreasonably withheld. Notwithstanding the above, the Special Servicer may
appoint Sub-Servicers in accordance with Section 9.3 hereof.

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

         (a) Neither Special Servicer nor any of its respective directors,
officers, employees or agents shall be under any liability to the other Special
Servicer, the Certificateholders, the holder of any B Note, the holder of any
Companion Loan or the Trustee for any action taken or for refraining from the
taking of any action in good faith and using reasonable business judgment;
provided that this provision shall not protect 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 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 Master Servicer or any director,
officer, employee or agent of the Master Servicer) respecting any matters
arising hereunder. No Special Servicer shall be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its duties
to service the related Specially Serviced Mortgage Loans in accordance with this
Agreement; provided that a Special Servicer may in its sole discretion undertake
any such action which it may reasonably deem necessary or desirable in order to
protect the interests of the Certificateholders, the holder of any B Note, the
holder of any


                                      -213-

<PAGE>


Companion Loan and the Trustee in the related Specially Serviced Mortgage Loans,
or shall undertake any such action if instructed to do so by the Trustee. In
such event, all legal expenses and costs of such action (other than those that
are connected with the routine performance by a Special Servicer of its duties
hereunder) shall be expenses and costs of the Trust, and such Special Servicer
shall be entitled to be reimbursed therefor as provided by Section 5.2 hereof.
Notwithstanding any term in this Agreement, no Special Servicer shall be
relieved from liability to, or entitled to indemnification from, the Trust for
any action taken by it at the direction of the Operating Adviser which is in
conflict with the Servicing Standard.

         (b) In addition, the Special 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 the Special Servicers and conforming to the requirements
of this Agreement. Neither Special Servicer, nor any respective director,
officer, employee, agent or Affiliate thereof, shall be personally liable for
any error of judgment made in good faith by any officer, unless it shall be
proved that the related Special Servicer or such officer was negligent in
ascertaining the pertinent facts. Neither Special Servicer, nor any respective
director, officer, employee, agent or Affiliate thereof, shall be personally
liable for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement. The Special Servicers shall be entitled to
rely on reports and information supplied to them by the Master Servicer or any
primary servicer, and the related Mortgagors, and shall have no duty to
investigate or confirm the accuracy of any such report or information.

         (c) The Special 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 Master Servicer or the Trustee in this Agreement. The Trust shall
indemnify and hold harmless the Special 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
amounts are not recoverable from the party committing such breach.

         (d) Except as otherwise specifically provided herein:

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

              (ii) each 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) neither Special Servicer 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; and



                                     -214-
<PAGE>


              (iv) each Special Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed or in good faith
believed by it to be genuine.

         (e) Each of the Special Servicers and any of its respective directors,
officers, employees or agents shall be indemnified by the other Special
Servicer, the Master Servicer, the Trustee and the Paying Agent, as the case may
be, and held harmless against any loss, liability or expense including
reasonable attorneys' fees incurred in connection with any legal action relating
to the other Special Servicer's, the 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 the related Special
Servicer's duties hereunder or by reason of negligent disregard of the related
Special Servicer's obligations and duties hereunder. The related Special
Servicer shall promptly notify the other Special Servicer, the Master Servicer,
the Trustee and the Paying Agent if a claim is made by a third party entitling
the related Special Servicer to indemnification hereunder, whereupon the other
Special Servicer, the Master Servicer, the Trustee or the Paying Agent, in each
case, to the extent the claim was made in connection with its willful
misfeasance, bad faith or negligence, shall assume the defense of any such claim
(with counsel reasonably satisfactory to the related Special Servicer). Any
failure to so notify the other Special Servicer, the Master Servicer, the
Trustee or the Paying Agent shall not affect any rights the related Special
Servicer may have to indemnification hereunder or otherwise, unless the interest
of the other Special Servicer, the Master Servicer, the Trustee or the Paying
Agent is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the related Special Servicer. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the related
Special Servicer hereunder. Any payment hereunder made by the other Special
Servicer, the Master Servicer, the Trustee or the Paying Agent, as the case may
be, pursuant to this paragraph to the related Special Servicer shall be paid
from the other Special Servicer's, the 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 other
Special Servicer, the Trustee, the Paying Agent or the Master Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final judgment that the conduct of the other Special Servicer, the Trustee, the
Paying Agent or the Master Servicer, as the case may be, was (x) not culpable or
(y) found to not have acted with willful misfeasance, bad faith or negligence.


         SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

         (a) Each Special Servicer and any of its respective directors,
officers, employees or agents shall be indemnified by the Trust, and held
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to (i) this
Agreement, and (ii) any action taken by the related Special Servicer in
accordance with the instruction delivered in writing to the related Special
Servicer by the Trustee or the Master



                                     -215-
<PAGE>


Servicer pursuant to any provision of this Agreement in each case and the
related Special Servicer and each of its directors, officers, employees and
agents shall be entitled to indemnification from the Trust for any loss,
liability or expense (including attorneys' fees) incurred in connection with the
provision by the related Special Servicer of any information included by the
related Special Servicer in the report required to be provided by the related
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 related Special Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the related
Special Servicer) and the Trust shall pay, from amounts on deposit in the
Certificate Account pursuant to Section 5.2, all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. The indemnification provided herein shall survive the termination of this
Agreement and the termination or resignation of the related Special Servicer.
Any expenses incurred or indemnification payments made by the Trust shall be
reimbursed by the related Special Servicer, if a court of competent jurisdiction
makes a final, non-appealable judgment that the related Special Servicer was
found to have acted with willful misfeasance, bad faith or negligence.

         (b) The related Special Servicer agrees to indemnify the Trust, and the
Trustee, the Depositor, the Master Servicer, the Paying Agent, the other Special
Servicer and any director, officer, employee or agent or Controlling Person of
the Trustee, the Depositor, the other Special Servicer and the Master Servicer,
and hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that the Trust or the Trustee, the Depositor, the
Paying Agent, the other Special Servicer or the Master Servicer may sustain
arising from or as a result of the willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder by the related Special Servicer. The Trustee,
the Depositor, the Paying Agent, the other Special Servicer or the Master
Servicer shall immediately notify the related 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, the other Special Servicer or the Master Servicer, as the case may be, to
indemnification hereunder, whereupon the related Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Depositor, the Paying Agent, the other Special Servicer or the
Master Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the related Special Servicer shall not affect
any rights the Trust or the Trustee, the Depositor, the Paying Agent, the other
Special Servicer or the Master Servicer may have to indemnification under this
Agreement or otherwise, unless the related Special Servicer's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the related Special Servicer, the Paying Agent or the Trustee.
Any expenses incurred or indemnification payments made by the related Special
Servicer shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final, non-appealable judgment that the conduct of the
related Special Servicer was not culpable or found to have acted with willful
misfeasance, bad faith or negligence.



                                     -216-
<PAGE>


         (c) GMAC Commercial Mortgage Corporation, as special servicer, and the
Depositor expressly agree that the only information furnished by or on behalf of
GMAC Commercial Mortgage Corporation, as special servicer, for inclusion in the
Preliminary Prospectus Supplement and the Final Prospectus Supplement is the
information set forth in the paragraph under the caption "SERVICING OF THE
MORTGAGE LOANS--The Master Servicer and Special Servicers--Special Servicer" of
the Preliminary Prospectus Supplement and "SERVICING OF THE MORTGAGE LOANS--The
Master Servicer and Special Servicers--Special Servicers--GMAC Commercial
Mortgage Corporation" of the Final Prospectus Supplement.

         (d) Pacific Life Insurance Company, as special servicer, and the
Depositor expressly agree that the only information furnished by or on behalf of
Pacific Life Insurance Company, as special servicer, for inclusion in the
Preliminary Prospectus Supplement and the Final Prospectus Supplement is the
information set forth in the paragraph under the caption "SERVICING OF THE
MORTGAGE LOANS--The Master Servicer and Special Servicers--Special
Servicers--Pacific Life Insurance Company" of the Final Prospectus Supplement.

         SECTION 9.25 RESERVED

         SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The Special
Servicer or any agent of the Special Servicer in its individual capacity or in
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if they were not the Special Servicer or such agent. Any
such interest of the Special Servicer or such agent in the Certificates shall
not be taken into account when evaluating whether actions of the Special
Servicer are consistent with its obligations in accordance with the Servicing
Standard regardless of whether such actions may have the effect of benefiting
the Class or Classes of Certificates owned by the Special Servicer.

         SECTION 9.27 TAX REPORTING. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

         SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated that the
Master Servicer will be collecting all payments with respect to the Mortgage
Loans (other than payments with respect to REO Income). If, however, the Special
Servicer should receive any payments with respect to any Mortgage Loan (other
than REO Income) it shall, within one Business Day of receipt from the Mortgagor
or otherwise of any amounts attributable to payments with respect to or the sale
of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any, (but not
including REO Income, which shall be deposited in the applicable REO Account as
provided in Section 9.14 hereof), either, (i) forward such payment (endorsed, if
applicable, to the order of the Master Servicer), to the Master Servicer, or
(ii) deposit such amounts, or cause such amounts to be deposited, in the
Certificate Account. The Special Servicer shall notify the Master Servicer of
each such amount received on or before the date required for the making of such
deposit or transfer, as the case may be, indicating the Mortgage Loan or
Specially Serviced Mortgage Loan



                                     -217-
<PAGE>

to which the amount is to be applied and the type of payment made by or on
behalf of the related Mortgagor.

         SECTION 9.29 COMPLIANCE WITH REMIC PROVISIONS. The Special Servicer
shall act in accordance with this Agreement and the provisions of the Code
relating to REMICs in order to create or maintain the status of any REMIC Pool
as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
Pool to take any action that would (i) endanger the status of any REMIC as a
REMIC under the Code or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Master Servicer
and the Trustee have received a Nondisqualification Opinion (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such tax.
The Special Servicer shall comply with the provisions of Article XII hereof.

         SECTION 9.30 TERMINATION.

         (a) The obligations and responsibilities of the Special Servicer
created hereby (other than the obligation of the Special Servicer to make
payments to the Master Servicer as set forth in Section 9.28 and the obligations
of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof) shall
terminate on the date which is the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining outstanding
(and final distribution to the Certificateholders) or, (B) the disposition of
all REO Property in respect of any Specially Serviced Mortgage Loan (and final
distribution to the Certificateholders), (ii) 60 days following the date on
which the Trustee or the Operating Adviser has given written notice to the
Special Servicer that this Agreement is terminated pursuant to Section 9.30(b)
or 9.30(c), respectively, and (iii) the effective date of any resignation of the
Special Servicer effected pursuant to and in accordance with Section 9.21.

         (b) The Trustee may terminate the Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the Master Servicer, the Paying Agent or the Depositor within
one (1) Business Day following the date such amount was required to have been
remitted under the terms of this Agreement, (ii) the Special Servicer has failed
to deposit into any account any amount required to be so deposited or remitted
under the terms of this Agreement which failure continues unremedied for one
Business Day following the date on which such deposit or remittance was first
required to be made; (iii) the Special Servicer has failed to duly observe or
perform in any material respect any of the other covenants or agreements of the
Special Servicer set forth in this Agreement, and the Special Servicer has
failed to remedy such failure within thirty (30) days after written notice of
such failure, requiring the same to be remedied, shall have been given to the
Special Servicer by the Depositor or the Trustee, provided, however, that if the
Special Servicer certifies to the Trustee and the Depositor that the Special
Servicer is in good faith attempting to remedy such failure, and the
Certificateholders would not be affected thereby, such cure period will be
extended to the extent necessary to permit the Special Servicer to cure such
failure; provided, however, that such cure period may not exceed 90 days; (iv)
the Special Servicer has made one or more false or misleading representations or
warranties herein that materially and adversely



                                     -218-
<PAGE>


affects the interest of any Class of Certificates, and has failed to cure such
breach within thirty (30) days after notice of such breach, requiring the same
to be remedied, shall have been given to the Special Servicer by the Depositor
or the Trustee, provided, however, that if the Special Servicer certifies to the
Trustee and the Depositor that the Special Servicer is in good faith attempting
to remedy such failure, such cure period may be extended to the extent necessary
to permit the Special Servicer to cure such failure; provided, however, that
such cure period may not exceed 90 days; (v) the Special Servicer is removed
from S&P's approved special servicer list and the ratings then assigned by S&P
to any Classes of Certificates are downgraded, qualified or withdrawn
(including, without limitation, being placed on "negative credit watch") in
connection with such removal; (vi) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Special Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; (vii) the Special Servicer
shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to the
Special Servicer or of or relating to all or substantially all of its property;
or (viii) the Special Servicer thereof shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of
any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing; or
(ix) a Servicing Officer of the Special Servicer receives actual knowledge that
Moody's has (A) qualified, downgraded or withdrawn its rating or ratings of one
or more Classes of Certificates, or (B) placed one or more Classes of
Certificates on "watch status" in contemplation of a rating downgrade or
withdrawal (and such "watch status" placement shall not have been withdrawn by
Moody's within 60 days of the date that a Servicing Officer of the Special
Servicer obtained such actual knowledge) and, in the case of either of clauses
(A) or (B), citing servicing concerns with the Special Servicer as the sole or
material factor in such rating action. Such termination shall be effective on
the date after the date of any of the above events that the Trustee specifies in
a written notice to the Special Servicer specifying the reason for such
termination. The Operating Adviser shall have the right to appoint a successor
if the Trustee terminates the Special Servicer.

         (c) The Operating Adviser shall have the right to direct the Trustee to
terminate GMAC Commercial Mortgage Corporation as the Special Servicer, provided
that the Operating Adviser shall appoint a successor Special Servicer who will
(i) be reasonably satisfactory to the Trustee and to the Depositor, and (ii)
execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, whereby the successor Special Servicer
agrees to assume and perform punctually the duties of the Special Servicer
specified in this Agreement; and provided, further, that the Trustee shall have
received Rating Agency Confirmation from each Rating Agency prior to the
termination of the Special Servicer. The Special Servicer shall not be
terminated pursuant to this subsection (c) until a successor Special Servicer
shall have been appointed. The Operating Adviser shall pay any costs and
expenses incurred by the Trust in connection with the removal and appointment of
a Special



                                     -219-
<PAGE>


Servicer (unless such removal is based on any of the events or circumstances set
forth in Section 9.30(b)).

         SECTION 9.31 PROCEDURE UPON TERMINATION.

         (a) Notice of any termination pursuant to clause (i) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Special Servicer to the Trustee
and the Paying Agent no later than the later of (i) five Business Days after the
final payment or other liquidation of the last Mortgage Loan or (ii) the sixth
day of the month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the Special Servicer (other than the
rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23
and 9.24 hereof) shall terminate and the Special Servicer shall transfer to the
Master Servicer the amounts remaining in each REO Account and shall thereafter
terminate each REO Account and any other account or fund maintained with respect
to the Specially Serviced Mortgage Loans.

         (b) On the date specified in a written notice of termination given to
the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of the Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided, that in no event shall the termination of the Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded the Special Servicer as successor Special Servicer, notified the
Special Servicer of such designation, and such successor Special Servicer shall
have assumed the Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed the Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of the Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
The Special Servicer agrees to cooperate with the Trustee in effecting the
termination of the Special Servicer's responsibilities and rights hereunder as
Special Servicer including, without limitation, providing the Trustee all
documents and records in electronic or other form reasonably requested by it to
enable the successor Special Servicer designated by the Trustee to assume the
Special Servicer's functions hereunder and to effect the transfer to such
successor for administration by it of all amounts which shall at the time be or
should have been deposited by the Special Servicer in any REO Account and any
other account or fund maintained or thereafter received with respect to the
Specially Serviced Mortgage Loans.

         (c) If the Special Servicer receives a written notice of termination
pursuant to clause (ii) of Section 9.30(a) relating solely to an event set forth
in Section 9.30(b)(v) or (ix), and if the Special Servicer provides the Trustee
with the appropriate "request for proposal" materials within five Business Days
after receipt of such written notice of termination, then the Trustee shall
promptly thereafter (using such "request for proposal" materials provided by the
Special Servicer) solicit good faith bids for the rights to be appointed as
Special Servicer under this Agreement from at least three but no more than five
Qualified Bidders or, if three Qualified



                                     -220-
<PAGE>


Bidders cannot be located, then from as many persons as the Trustee can
determine are Qualified Bidders. At the Trustee's request, the Special Servicer
shall supply the Trustee with the names of Persons from whom to solicit such
bids. In no event shall the Trustee be responsible if less than three Qualified
Bidders submit bids for the right to service the Mortgage Loans under this
Agreement.

         (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.

         (e) Upon the assignment and acceptance of the servicing right hereunder
to and by the Successful Bidder and receipt of such cash bid, the Trustee shall
remit or cause to be remitted to the terminated Special Servicer the amount of
such cash bid received from the Successful Bidder (net of out-of-pocket expenses
incurred in connection with obtaining such bid and transferring servicing) by
wire transfer of immediately available funds to an account specified by the
terminated Special Servicer no later than 1:00 p.m. New York City time on the
date specified for the assignment and assumption of the servicing rights
hereunder.

         (f) If the Successful Bidder has not entered into this Agreement as
successor Special within 30 days after the termination of the Special Servicer
hereunder or no Successful Bidder was identified within such 30-day period, the
Trustee shall have no further obligations under Section 9.31(c) and may act or
may select another successor to act as Special Servicer hereunder in accordance
with Section 9.31(b).

         SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

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


                                     -221-
<PAGE>


         (b) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the Master Servicer no
later than the ten Business Day following such Final Recovery Determination.

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

         (d) Not later than 20 days after each Special Servicer Remittance Date,
the Special Servicer shall forward to the Master Servicer a statement setting
forth the status of each REO Account as of the close of business on such Special
Servicer Remittance Date, stating that all remittances required to be made by it
as required by this Agreement to be made by the Special Servicer have been made
(or, if any required distribution has not been made by the Special Servicer,
specifying the nature and status thereof) and showing, for the period from the
day following the preceding Special Servicer Remittance Date to such Special
Servicer Remittance Date, the aggregate of deposits into and withdrawals from
each REO Account for each category of deposit specified in Section 5.1 of this
Agreement and each category of withdrawal specified in Section 5.2 of this
Agreement.

         (e) The Special Servicer shall use reasonable efforts to obtain and, to
the extent obtained, to deliver to the Master Servicer, the Paying Agent, the
Rating Agencies and the Operating Adviser, on or before April 15 of each year,
commencing with April 15, 2003, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each Mortgaged Property covered by
the operating statements delivered above; provided, that, with respect to any
Mortgage Loan that becomes a Specially Serviced Mortgage Loan prior to April 15,
2003, and for which the items in clause (i) and (ii) above have not been
delivered, the Special Servicer shall use reasonable efforts to obtain and, to
the extent obtained, deliver such items to the Master Servicer, the Paying
Agent, the Rating Agencies and the Operating Adviser as soon as possible after
receipt of such items.


                                     -222-
<PAGE>


         (f) The Special Servicer shall deliver to the Master Servicer, the
Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

         (g) The Special Servicer shall deliver a written Inspection Report of
each Specially Serviced Mortgage Loan in accordance with Section 9.4(b) to the
Operating Adviser.

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

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

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

         (b)  The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

              (i) whether the foreclosure of a Mortgaged Property relating to a
Specially Serviced Mortgage Loan would be in the best economic interest of the
Trust;


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<PAGE>


              (ii) if the Special Servicer elects to proceed with a foreclosure,
whether a deficiency judgment should or should not be sought because the likely
recovery will or will not be sufficient to warrant the cost, time and exposure
of pursuing such judgment;

              (iii) whether the waiver or enforcement of any "due-on-sale"
clause or "due-on-encumbrance" clause contained in a Mortgage Loan or a
Specially Serviced Mortgage Loan is in the best economic interest of the Trust;

              (iv) in connection with entering into an assumption agreement from
or with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

              (v) in connection with the foreclosure on a Specially Serviced
Mortgage Loan secured by a Mortgaged Property which is not in compliance with
CERCLA, or any comparable environmental law, whether it is in the best economic
interest of the Trust to bring the Mortgaged Property into compliance therewith
and an estimate of the cost to do so; and

              (vi) with respect to any proposed modification (which shall
include any proposed release, substitution or addition of collateral),
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the
basis on which the Special Servicer made such determination, including the
status of any existing material default or the grounds for concluding that a
payment default is imminent.

         SECTION 9.34 RESERVED

         SECTION 9.35 RESERVED

         SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS.


         (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class, GMAC Commercial Mortgage Corporation, in its
capacity as special servicer, and each Seller (other than, solely with respect
to the A Note, Morgan Stanley Dean Witter Mortgage Capital Inc.) as to those
Mortgage Loans sold to the Depositor by such Seller only (in such capacity,
together with any assignee, the "Option Holder") shall, in that order, have the
right, at its option (the "Option"), to purchase a Mortgage Loan from the Trust
at a price equal to the Option Purchase Price upon receipt of notice from the
related Special Servicer that such Mortgage Loan has become at least 60 days
delinquent as to any monthly debt service payment (or is delinquent as to its
Balloon Payment); provided, however, that with respect to an A Note, the Option
Holder's rights under this Section 9.36 are subject to the rights of the holder
of the related B Note to purchase the A Note pursuant to the terms of the A/B
Mortgage Loan Intercreditor Agreement. The Option is exercisable, subject to
Section 2.3, from that date until terminated pursuant to clause (e) below, and
during that period the Option shall be exercisable in



                                     -224-
<PAGE>


any month only during the period from the 10th calendar day of such month
through the 25th calendar day, inclusive, of such month. The Trustee on behalf
of the Trust shall be obligated to sell such Mortgage Loan upon the exercise of
the Option (whether exercised by the original holder thereof or by a holder that
acquired such Option by assignment), but shall have no authority to sell such
Mortgage Loan other than in connection with the exercise of an Option (or in
connection with a repurchase of a Mortgage Loan under Article II, an optional
termination pursuant to Section 10.1 or a qualified liquidation of the REMIC) or
if such Mortgage Loan is an A Note, to the holder of the related B Note pursuant
to the terms of the A/B Mortgage Loan Intercreditor Agreement. Any Option Holder
that exercises the Option shall be required to purchase the applicable Mortgage
Loan on the 4th Business Day after such exercise. If any Option Holder desires
to waive its right to exercise the Option, then it shall so notify the Trustee
in writing, and the Trustee shall promptly notify the next party eligible to
hold the Option set forth above of its rights hereunder. Any of the parties
eligible to hold the Option set forth above may at any time notify the Trustee
in writing of its desire to exercise the Option, and the Trustee shall promptly
notify (i) the current Option Holder (and the other parties eligible to hold the
Option) and (ii) solely with respect to an Option to purchase an A Note, the
holder of the related B Note, of such party's desire to exercise the Option;
provided that none of the Trustee, the Master Servicer or the applicable Special
Servicer shall disclose the Option Purchase Price to the holder of such related
B Note. If the Option Holder neither (i) exercises the Option nor (ii)
surrenders its right to exercise the Option within 3 Business Days of its
receipt of that notice, then the Option Holder's right to exercise the Option
shall lapse, and the Trustee shall promptly notify the next party eligible to
hold the Option (and the other parties eligible to hold the Option) of its
rights thereunder.

         (b) The Option Purchase Price shall be an amount equal to the fair
value of the related Mortgage Loan, as determined by the applicable Special
Servicer. Prior to the related 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 related Special Servicer, the
Master Servicer and the Trustee incurred in connection with the sale of the
Mortgage Loan. The related 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 related Special Servicer's
receipt of the Servicer Mortgage File relating to such Mortgage Loan, and the
related Special Servicer shall promptly notify the Option Holder (and the
Trustee and each of the other parties set forth above that could become the
Option Holder) of (i) the Option Purchase Price and (ii) if such Mortgage Loan
is the A Note, that the A Note is subject to the terms of the A/B Mortgage Loan
Intercreditor Agreement and that any purchaser of the A Note will be subject to
such A/B Mortgage Loan Intercreditor Agreement. The related Special Servicer is
required to recalculate the fair value of the Mortgage Loan if there has been a
material change in circumstances or the related Special Servicer has received
new information (including, without limitation, any cash bids received from the
holder of the related B Note in connection with an A Note), either of which has
a material effect on the fair value, provided that the related 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



                                     -225-
<PAGE>


has exceeded 60 days. Upon any recalculation, the related 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 related Special Servicer shall take into account,
among other factors, the results of any Appraisal or updated Appraisal that it
or the Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; any views on fair value expressed by Independent
investors in mortgage loans comparable to the Mortgage Loan (provided that the
related 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 related 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 related Special Servicer were to pursue a workout or
foreclosure strategy instead of the Option being exercised; and the Trust's
obligation to dispose of any REO Property as soon as practicable consistent with
the objective of maximizing proceeds for all Certificateholders, but in no event
later than the three-year period (or such extended period) specified in Section
9.15. If the Mortgage Loan to which the Option relates is the Pari Passu Loan,
then the Option Holder, in connection with its exercise of the Option, shall
also be required to purchase the related Companion Loan.

         (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party (including, without limitation, in connection with an A Note, the
holder of the related B Note and in connection with a Pari Passu Loan, the
holder of the related Companion Loan) by the Option Holder at its discretion at
any time after its receipt of notice from the related Special Servicer that an
Option is exercisable with respect to a specified Mortgage Loan, and upon such
assignment such third party shall have all of the rights granted to the Option
Holder hereunder in respect of the Option. Such assignment shall only be
effective upon written notice (together with a copy of the executed assignment
and assumption agreement) being delivered to the Trustee, the Master Servicer
and the related Special Servicer, and none of such parties shall be obligated to
recognize any entity as an Option Holder absent such notice.

         (d) If GMAC Commercial Mortgage Corporation, in its capacity as 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 related Special Servicer to make such a determination, the
Trustee will do so within a reasonable period of time (but in no event more than
15 Business Days). In doing so, the Trustee may rely on the opinion of an
Appraisal or other expert in real estate matters retained by the Trustee at the
expense of the party exercising the Option. The Trustee may also rely on the
most recent Appraisal of the related Mortgaged Property that was prepared in
accordance with this Agreement. If the Trustee were to determine that the Option
Purchase Price does not constitute a fair price, then the related Special
Servicer shall redetermine the fair value taking into account the objections of
the Trustee.


                                     -226-
<PAGE>


         (e) The Option shall terminate, and shall not be exercisable as set
forth in clause (a) above (or if exercised, but the purchase of the related
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if the Mortgage Loan to which it relates is no longer delinquent as
set forth above because the Mortgage Loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a workout arrangement, (iii) been foreclosed
upon or otherwise resolved (including by a full or discounted pay-off) or (iv)
been purchased by the related Seller pursuant to Section 2.3. In addition, the
Option with respect to an A Note shall terminate upon the purchase of the A Note
by the holder of the related B Note pursuant to the related A/B Mortgage Loan
Intercreditor Agreement.

         (f) Unless and until an Option Holder exercises an Option, the related
Special Servicer shall continue to service and administer the related Mortgage
Loan in accordance with the Servicing Standard and this Agreement, and shall
pursue such other resolution or recovery strategies, including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

         SECTION 9.37 OPERATING ADVISER; ELECTIONS.

         (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser (the "Operating
Adviser"). The Operating Adviser shall be elected for the purpose of receiving
reports and information from GMAC Commercial Mortgage Corporation, in its
capacity as special servicer, in respect of the Specially Serviced Mortgage
Loans.

         (b) The initial Operating Adviser is GMAC Institutional Advisors LLC, a
wholly-owned subsidiary of GMAC Commercial Mortgage Corporation. The Controlling
Class shall give written notice to the Trustee, the Paying Agent and the Master
Servicer of the appointment of any subsequent Operating Adviser (in order to
receive notices hereunder). If a subsequent Operating Adviser is not so
appointed, an election of an Operating Adviser also shall be held. Notice of the
meeting of the Holders of the Controlling Class shall be mailed or delivered to
each Holder by the Paying Agent, not less than 10 nor more than 60 days prior to
the meeting. The notice shall state the place and the time of the meeting, which
may be held by telephone. A majority of Certificate Balance of the Certificates
of the then Controlling Class, present in person or represented by proxy, shall
constitute a quorum for the nomination of an Operating Adviser. At the meeting,
each Holder shall be entitled to nominate one Person to act as Operating
Adviser. The Paying Agent shall cause the election of the Operating Adviser to
be held as soon thereafter as is reasonably practicable.

         (c) Each Holder of the Certificates of the Controlling Class shall be
entitled to vote in each election of the Operating Adviser. The voting in each
election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall
promptly notify the Trustee of the identity of the



                                     -227-
<PAGE>


Operating Adviser. Until an Operating Adviser is elected by Holders of
Certificates representing more than 50% of the Certificate Balance of the
Certificates of the then Controlling Class or in the event that an Operating
Adviser shall have resigned or been removed and a successor Operating Adviser
shall not have been elected, there shall be no Operating Adviser.

         (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

         (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

         (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that GMAC Commercial
Mortgage Corporation, in its capacity as special servicer, has been elected as
Operating Adviser or no Operating Adviser has been elected, (i) GMAC Commercial
Mortgage Corporation, in its capacity as 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 such Special
Servicer is otherwise required hereunder to provide notices or information to,
or obtain the consent or approval of, the Operating Adviser, such Person shall
be required to provide such notices or information to, or obtain the consent or
approval of, the Special Servicer.

         SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER. The
Operating Adviser shall have no liability to the Trust, the holder of any
Companion Loan, the holder of any B Note or the Certificateholders for any
action taken, or for refraining from the taking of any action, in good faith and
using reasonable business judgment pursuant to this Agreement, or using
reasonable business judgment. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and each holder of a
Companion Loan and a B Note (if any) and each Certificateholder (and Certificate
Owner) agrees to take no action against the Operating Adviser based upon such
special relationship or conflict.

         SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating Adviser may
advise, and receive notice from, GMAC Commercial Mortgage Corporation, in its
capacity as special servicer, but is not required to do so on any of the
following actions:

              (i) any foreclosure upon or comparable conversion (which may
include acquisition of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;


                                     -228-
<PAGE>


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

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

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

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

              (vi) any acceptance of a discounted payoff;

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

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

              (ix) any release of collateral for a Specially Serviced Mortgage
Loan (other than in accordance with the terms of or upon satisfaction of, such
Mortgage Loan).

         With respect to items (vii), (viii) and (ix), the Operating Adviser
shall be subject to the same time periods for advising GMAC Commercial Mortgage
Corporation, in its capacity as special servicer, with respect to any such
matters as are afforded to such Special Servicer pursuant to Section 8.7, which
periods shall be co-terminous with those of Special Servicer. In addition, the
Operating Adviser may direct the Trustee to remove GMAC Commercial Mortgage
Corporation, in its capacity as special servicer, at any time upon the
appointment and acceptance of such appointment by a successor to such Special
Servicer; provided that, prior to the effectiveness of any such appointment, the
Trustee and the Paying Agent shall have received Rating Agency Confirmation from
each Rating Agency. The Operating Adviser shall pay any costs and expenses
incurred by the Trust in connection with the removal and appointment of a
Special Servicer (unless such removal is based on any of the events or
circumstances set forth in Section 9.30(b)). The Trustee shall notify the Paying
Agent promptly upon its receipt of the direction set forth above.

         SECTION 9.40 RIGHTS OF THE HOLDER OF A B NOTE. With respect to each A/B
Mortgage Loan (if any), pursuant to the related A/B Mortgage Loan Intercreditor
Agreement, either the Master Servicer (with respect to Mortgage Loans that are
not Specially Serviced Mortgage Loans) or Pacific Life Insurance Company, in its
capacity as special servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall consult with the holder of the related B Note and
provide notices to the Operating Adviser (or an operating advisor appointed by
the holder of the B Note to act on its behalf at the expense of the holder of
the B Note) regarding its views, and shall provide the holder of the related B
Note and in connection with its consultation rights set forth in Section 6.2.1
of the A/B Mortgage Loan Intercreditor Agreement, the Operating Adviser, with
any proposals and back-up materials that are used by either the




                                     -229-
<PAGE>


Master Servicer or the related Special Servicer, as applicable, in developing
such proposals (as reasonably determined by either the Master Servicer or such
Special Servicer, as applicable) with respect to the following actions at least
ten (10) Business Days prior to any such action being taken:

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

         (b) any modification of a monetary term (including the timing of
payments) of the Mortgage Loan or the related B Note;

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

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

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

         (f) any approval of the incurrence of additional indebtedness secured
by the related Mortgaged Property, if approval is required by the related
Mortgage Loan Documents;

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

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

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

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

         The holder of the B Note, if any, has agreed pursuant to the related
A/B Mortgage Loan Intercreditor Agreement that it will provide the Master
Servicer or the related Special Servicer, as applicable, with its response
within ten (10) Business Days after its receipt of any such proposal and any
back-up materials and shall be deemed not to have responded if no response is
received within such ten (10) Business Days.

         Neither the Master Servicer nor the related Special Servicer, as
applicable, shall take any of the actions described in clauses (a) through (k)
without the prior written consent (or deemed consent) of the holder of the B
Note. Notwithstanding the foregoing, neither the Master Servicer nor the related
Special Servicer, as applicable, by virtue of this Section 9.40, shall be
required to take any action that would (and the Master Servicer and related
Special Servicer may ignore and act without regard to any advice, direction or
objection of the holder of the B Note



                                     -230-
<PAGE>


that the Master Servicer or the related Special Servicer has determined, in its
reasonable, good faith judgment would) violate any provision of this Agreement,
including the obligation to act in accordance with the Servicing Standard or the
REMIC Provisions.

         The related Special Servicer may also act without the consent of the
holder of the B Note if the Special Servicer has notified the holder of the B
Note and the Operating Adviser of the various actions it proposes to take with
respect to a workout or liquidation of the related A/B Mortgage Loans and for 30
days following the first such notice the holder of the B Note has objected to
all proposed actions and has failed to suggest any alternative actions that the
Special Servicer considers to be consistent with the Servicing Standard.

         The Master Servicer and the related Special Servicer acknowledge that
pursuant to the terms of the A/B Mortgage Loan Intercreditor Agreement, the
holder of the B Note may at any time and from time to time replace the related
Special Servicer with respect to the A/B Mortgage Loan only, with any other
Person that constitutes a qualified servicing institution capable of making the
representations, warranties and covenants of Special Servicer set forth herein,
provided that as long as GMAC Commercial Mortgage Corporation, as special
servicer, remains in good standing and is the Special Servicer hereunder for the
other Mortgage Loans, then the holder of the B Note or its designated Operating
Adviser may replace Pacific Life Insurance Company, as special servicer, only
with GMAC Commercial Mortgage Corporation, as special servicer. Notwithstanding
the foregoing, any right of the holder of the B Note to designate any new
Special Servicer with respect to the A/B Mortgage Loan shall cease at such time
as Pacific Life Insurance Company is neither the holder of the B Note or the
holder of a majority controlling interest in a trust holding the B Note. The
holder of the B Note may only designate GMAC Commercial Mortgage Corporation to
serve as replacement Special Servicer with respect to the A/B Mortgage Loan, as
aforesaid unless GMAC Commercial Mortgage Corporation is not in good standing
and does not qualify as an eligible special servicer, by delivering to the
holder of the A Note, the Master Servicer and the existing Special Servicer a
written notice stating such designation and by satisfying the other conditions
required hereunder (including Rating Agency Confirmation). At the time that
Pacific Life Insurance Company is neither the holder of the B Note or the holder
of a majority controlling interest in a trust holding the B Note, GMAC
Commercial Mortgage Corporation will automatically become the Special Servicer
with respect to the A/B Mortgage Loan provided that GMAC Commercial Mortgage
Corporation is still a Special Servicer with respect to any of the other
Mortgage Loans hereunder, that it is on S&P's approved special servicer list and
it is rated at least "CSS2" by Fitch Ratings.

         All of the foregoing rights of the holder of the B Note regarding the
designation of a Special Servicer with respect to the A/B Mortgage Loan, as well
as the consent rights of the holder of the B Note described in the foregoing
clauses (a) through (k), shall cease if the appraised value of the Mortgaged
Property (determined in accordance with the terms of the A/B Mortgage Loan
Intercreditor Agreement) is ever less than $300,000,000. The designation rights
shall also cease if Pacific Life Insurance Company is neither the holder of the
B Note or the majority controlling holder of a securitization trust with respect
to the B Note.


                                     -231-
<PAGE>


                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

         SECTION 10.1 TERMINATION OF TRUST UPON REPURCHASE OR LIQUIDATION OF ALL
MORTGAGE LOANS.

         (a) The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, the Class R-II Certificateholders
and REMIC III Certificateholders as set forth in Section 10.2 and other than the
obligations in the nature of information or tax reporting) shall terminate on
the earliest of (i) the later of (A) the final payment or other liquidation of
the last Mortgage Loan remaining in the Trust (and final distribution to the
Certificateholders) and (B) the disposition of all REO Property (and final
distribution to the Certificateholders) or (ii) the sale of the property held by
the Trust in accordance with Section 10.1(b) or (iii) the termination of the
Trust pursuant to Section 10.1(c) below; provided that in no event shall the
Trust created hereby continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof.

         (b) The Master Servicer shall give the Trustee, the Luxembourg Paying
Agent and the Paying Agent notice of the date when the Aggregate Certificate
Balance of the Certificates, after giving effect to distributions of principal
made on the next Distribution Date, is less than or equal to one percent (1%) of
the initial Aggregate Certificate Balance of the Certificates as of the Cut-Off
Date. The Trustee shall promptly forward such notice to the Depositor, the
Master Servicer, GMAC Commercial Mortgage Corporation, in its capacity as
special servicer, and the Holders of the Class R-I Certificates, and the Master
Servicer, GMAC Commercial Mortgage Corporation, in its capacity as special
servicer, and the Holders of the Class R-I Certificates, in such priority (and
in the case of the Class R-I Certificateholders, a majority of the Class R-I
Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust. If any party desires to exercise
such option, it will notify the Trustee who will notify any party with a prior
right to exercise such option. If any party that has been provided notice by the
Trustee (excluding the Depositor) notifies the Trustee within ten Business Days
after receiving notice of the proposed purchase that it wishes to purchase the
assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the Master Servicer for the
benefit of the Holder of the majority of the Class R-I Certificates, the
applicable Special Servicer or the Master Servicer, as the case may be, the
Mortgage Files pertaining to the Mortgage Loans. The "Termination Price" shall
equal 100% of the aggregate Principal Balances of the Mortgage Loans (other than
Mortgage Loans as to which a Final Recovery Determination has been made) on the
day of such purchase plus accrued and unpaid interest thereon at the applicable
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the
Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due
Date for each Mortgage Loan ending in the Collection Period with respect to
which such purchase occurs, plus



                                     -232-
<PAGE>


unreimbursed Advances and interest on such unreimbursed Advances at the Advance
Rate, and the fair market value of any other property remaining in REMIC I. The
Trustee shall consult with the Placement Agents and the Underwriters or their
respective successors, as advisers, in order for the Trustee to determine
whether the fair market value of the property constituting the Trust has been
offered; provided that, if any Placement Agent or any Underwriter or an
Affiliate of the Placement Agent or the Underwriters is exercising its right to
purchase the Trust assets, the Trustee shall consult with the Operating Adviser
in order for the Trustee to determine the fair market value, provided that the
Operating Adviser is not an Affiliate of the Class R-I Holder, GMAC Commercial
Mortgage Corporation, in its capacity as special servicer, or the Master
Servicer, or the Trustee (the fees and expenses of which shall be paid for by
buyer of the property). As a condition to the purchase of the Trust pursuant to
this Section 10.1(b), the Holder of the majority of the Class R-I Certificates,
GMAC Commercial Mortgage Corporation, in its capacity as special servicer, or
the Master Servicer, as the case may be, must deliver to the Trustee an Opinion
of Counsel, which shall be at the expense of such Holders, the applicable
Special Servicer or the Master Servicer, as the case may be, stating that such
termination will be a "qualified liquidation" under section 860F(a)(4) of the
Code. Such purchase shall be made in accordance with Section 10.3.

         (c) If at any time the Holders of the Class R-I Certificates own 100%
of the REMIC III Certificates such Holders may terminate REMIC I (which will in
turn result in the termination of REMIC II and REMIC III) upon (i) the delivery
to the Trustee and the Depositor of an Opinion of Counsel (which opinion shall
be at the expense of such Holders) stating that such termination will be a
"qualified liquidation" of each REMIC under Section 860F of the Code, and (ii)
the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

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

         (e) Upon the sale of the A Note relating to an A/B Mortgage Loan by the
Trust or the payment in full of such A Note, the related B Note shall no longer
be subject to this Agreement and shall no longer be serviced by the Master
Servicer or the Special Servicer.

         SECTION 10.2 PROCEDURE UPON TERMINATION OF TRUST.

         (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II and REMIC III Certificates will
be made, and upon presentation and surrender of the Class R-I, Class R-II and
REMIC III Certificates at the office or agency of the Certificate Registrar
therein specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the



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Depositor and the Certificate Registrar at the time such notice is given to
Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such
termination, the duties of the Certificate Registrar with respect to the Class
R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall
terminate, or request the Master Servicer and the Paying Agent to terminate, the
Certificate Account and the Distribution Account and any other account or fund
maintained with respect to the Certificates, subject to the Paying Agent's
obligation hereunder to hold all amounts payable to the Class R-I, Class R-II
and REMIC III Certificateholders in trust without interest pending such payment.

         (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for
cancellation within three months after the time specified in the above-mentioned
written notice, the Certificate Registrar shall give a second written notice to
the remaining Class R-I, Class R-II and REMIC III Certificateholders to
surrender their certificates evidencing the Class R-I, Class R-II and REMIC III
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice any Class R-I, Class R-II
and REMIC III Certificates shall not have been surrendered for cancellation, the
Certificate Registrar may take appropriate steps to contact the remaining Class
R-I, Class R-II and REMIC III Certificateholders concerning surrender of such
certificates, and the cost thereof shall be paid out of the amounts
distributable to such Holders. If within two years after the second notice any
such Class R-I, Class R-II and REMIC III Certificates shall not have been
surrendered for cancellation, the Paying Agent shall, subject to applicable
state law relating to escheatment, hold all amounts distributable to such
Holders for the benefit of such Holders. No interest shall accrue on any amount
held by the Trustee and not distributed to a Class R-I, Class R-II or REMIC III
Certificateholder due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section. Any money held by the Paying Agent pending distribution under this
Section 10.2 after 90 days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMIC Pools
and shall be beneficially owned by the related Holder.

         SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

         (a)  The Trust and each REMIC shall be terminated in accordance with
the following additional requirements, unless at the request of the Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of the Master Servicer or the Class R-I Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Paying Agent to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

              (i) Within 89 days prior to the time of the making of the final
payment on the REMIC III Certificates, the Master Servicer shall prepare and the
Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan of
complete liquidation of the REMIC I Pool, meeting the requirements of a
qualified liquidation under the REMIC Provisions, which plan need not be in any
special form and the date of which, in general, shall be the date of



                                     -234-
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the notice specified in Section 10.2(a) and shall be specified in a statement
attached to the federal income tax return of each REMIC Pool;

              (ii) At or after the date of adoption of such a plan of complete
liquidation and at or prior to the time of making of the final payment on the
REMIC III Certificates, the Trustee shall sell all of the assets of the Trust
for cash at the Termination Price; provided that if the Holders of the Class R-I
Certificates are purchasing the assets of the Trust, the amount to be paid by
such Holders may be paid net of the amount to be paid to such Holders as final
distributions on any Certificates held by such Holders;

              (iii) At the time of the making of the final payment on the
Certificates, the Paying Agent shall distribute or credit, or cause to be
distributed or credited, (A) to the Holders of the Class R-I Certificates all
assets of REMIC I remaining after such final payment of the REMIC I Regular
Interests, (B) to the Holders of the Class R-II Certificates all remaining
assets of REMIC II after such final payment of the REMIC II Regular Interests
and (C) to the Holders of the Class R-III Certificates all remaining assets of
REMIC III (in each case other than cash retained to meet claims), and the Trust
shall terminate at that time; and

              (iv) In no event may the final payment on the REMIC I Regular
Interests, REMIC II Regular Interests or REMIC Regular Certificates or the final
distribution or credit to the Holders of the Residual Certificates,
respectively, be made after the 89th day from the date on which the plan of
complete liquidation is adopted.

         (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.


                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

         SECTION 11.1  LIMITATION ON RIGHTS OF HOLDERS.

         (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as



                                     -235-
<PAGE>


partners or members of an association, nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

         (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

              SECTION 11.2    ACCESS TO LIST OF HOLDERS.

         (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within fifteen days after receipt by the Certificate Registrar
of a request by the Trustee or the Paying Agent, as the case may be, in writing,
a list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

         (b) If the Depositor, the Operating Adviser, the Special Servicer, the
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

         (c) Every Holder, by receiving and holding a Certificate, agrees with
the Depositor, the Certificate Registrar, the Paying Agent, the Master Servicer
and the Trustee that


                                     -236-
<PAGE>


neither the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicer nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

         SECTION 11.3 ACTS OF HOLDERS OF CERTIFICATES.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.


                                     -237-
<PAGE>


                                  ARTICLE XII

                              REMIC ADMINISTRATION

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

         SECTION 12.1 REMIC ADMINISTRATION.

         (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans,
such amounts as shall from time to time be held in the Certificate Account and
the Distribution Account, the Insurance Policies and any REO Properties as a
REMIC ("REMIC I") under the Code, other than any portion of the foregoing
amounts allocable to a B Note and Companion Loan. Such elections will be made on
Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the REMIC I Interests are issued. For purposes of such
election, the REMIC I Regular Interests shall each be designated as a separate
Class of "regular interests" in REMIC I and the Class R-I Certificates shall be
designated as the sole Class of "residual interests" in REMIC I. The Trustee and
the Paying Agent shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in any of the REMICs other than the REMIC I
Regular Interests, the REMIC II Regular Interests, the REMIC III Regular
Interests and the Residual Certificates.

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

         An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC
III") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class A-3, Class X-1 (each Class X-1 Certificate representing
multiple "regular interests" in REMIC III, as set forth in the Preliminary
Statement), Class X-2 (each Class X-2 Certificate representing multiple "regular
interests" in REMIC III, as set forth in the Preliminary Statement), Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O Certificates shall be designated as the "regular
interests" in REMIC III and the Class R-III Certificates shall be designated as
the sole Class of "residual interests" in REMIC III.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.


                                     -238-
<PAGE>


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

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

         (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

         (e) The Paying Agent shall prepare and file all of each REMIC Pool's
federal and state income or franchise tax and information returns as such REMIC
Pool direct representative; the expenses of preparing and filing such returns
shall be borne by the Paying Agent, except that if additional state tax returns
are required to be filed in more than three states, the Paying Agent shall be
entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee and the Paying Agent for any liability or
assessment against any of them or cost or expense (including attorneys' fees)
incurred by them resulting from any error resulting from bad faith, negligence,
or willful malfeasance of the Depositor in providing any information for which
the Depositor is responsible for preparing. The Master Servicer and the Special
Servicer shall indemnify the Trustee, the 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



                                     -239-
<PAGE>


(including attorneys' fees) resulting from any error in any of such tax or
information returns resulting from errors in the information provided by the
Master Servicer or the Special Servicer, as the case may, be or caused by the
negligence, willful misconduct or bad faith of the Master Servicer or the
Special Servicer, as the case may be. The Paying Agent shall indemnify the
Master Servicer, the Depositor or any REMIC Pool for any expense incurred by the
Master Servicer, the Depositor and any REMIC Pool resulting from any error in
any of such tax or information returns resulting from errors in the preparation
of such returns caused by the negligence, willful misconduct or bad faith of the
Paying Agent. Each indemnified party shall immediately notify the indemnifying
party or parties of the existence of a claim for indemnification under this
Section 12.1(e), and provide the indemnifying party or parties, at the expense
of such indemnifying party or parties, an opportunity to contest the tax or
assessment or expense giving rise to such claim, provided that the failure to
give such notification rights shall not affect the indemnification rights in
favor of any REMIC Pool under this Section 12.1(e). Any such indemnification
shall survive the resignation or termination of the Master Servicer, the Paying
Agent or the Special Servicer, or the termination of this Agreement.

         (f) The Paying Agent shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

         (g) The Paying Agent shall forward to the Depositor copies of quarterly
and annual REMIC tax returns and Internal Revenue Service Form 1099 information
returns and such other information within the control of the Paying Agent as the
Depositor may reasonably request in writing. Moreover, the Paying Agent shall
forward to each Certificateholder such forms and furnish such information within
its control as are required by the Code to be furnished to them, shall prepare
and file with the appropriate state authorities as may to the actual knowledge
of a Responsible Officer of the Paying Agent be required by applicable law and
shall prepare and disseminate to Certificateholders Internal Revenue Service
Forms 1099 (or otherwise furnish information within the control of the Paying
Agent) to the extent required by applicable law. The Paying Agent will make
available to any Certificateholder any tax related information required to be
made available to Certificateholders pursuant to the Code and any regulations
thereunder.

         (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC's Tax Matters
Person. The duties of the Tax Matters Person for each of the REMIC Pools are
hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in


                                     -240-
<PAGE>

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

         (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC and the Class O Grantor Trust as a grantor trust or,
as appropriate, adopt a plan of complete liquidation with respect to each REMIC
Pool.

         (j) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer and the Holders of Residual Certificates shall not take any action or
fail to take any action or cause any REMIC Pool to take any action or fail to
take any action if any of such persons knows or could, upon the exercise of
reasonable diligence, know, that, under the REMIC Provisions such action or
failure, as the case may be, could (i) endanger the status of any REMIC Pool as
a REMIC or (ii) result in the imposition of a tax upon any REMIC Pool (including
but not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2)) or (iii) endanger the status of the Class O Grantor Trust unless the
Trustee and the Paying Agent have received an Opinion of Counsel (at the expense
of the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a tax.
Any action required under this section which would result in an unusual or
unexpected expense shall be undertaken at the expense of the party seeking the
Trustee, the Paying Agent or the Holders of the Residual Certificates to
undertake such action. Under no circumstances may the Trustee vary the assets of
the Class O 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 O Certificates.

         (k) In the event that any tax is imposed on any REMIC created
hereunder, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to any REMIC created hereunder after the Startup Day pursuant to
Section 860G(d) of the Code, and any other tax imposed by the Code or any
applicable provisions of state or local tax laws (other than any tax permitted
to be incurred by the Special Servicer pursuant to Section 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or results from a breach of any of
its obligations under this Agreement; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer



                                     -241-
<PAGE>


of any of its obligations under this Agreement; and (iv) the Trust in all other
instances. Any tax permitted to be incurred by the Special Servicer pursuant to
Section 9.14(e) shall be charged to and paid by the Trust from the net income
generated on the related REO Property. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Paying Agent out of amounts on deposit in
the Distribution Account.

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

         (m) Neither the Trustee, the Paying Agent, the Master Servicer nor the
Special Servicer shall enter into any arrangement by which any REMIC Pool will
receive a fee or other compensation for services.

         (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten (10) days after the Closing Date all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes on
the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent 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 best reasonable efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in



                                     -242-
<PAGE>


confidence, and shall not disclose, without the prior written consent of the
Depositor, any or all of such information or data, or make any use whatsoever
(other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless
such information is generally available to the public (other than as a result of
a breach of this Section 12.1(n)) or is required by law or applicable
regulations to be disclosed or is disclosed (i) to independent auditors and
accountants, counsel and other professional advisers of the Paying Agent and its
parent, or (ii) in connection with its rights and obligations under this
Agreement.

         (o) At all times as may be required by the Code, the Master Servicer
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

         (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" for each Class of Certificates
representing a regular interest in REMIC III, for each Class of REMIC I Regular
Interests and for each Class of REMIC II Regular Interests is the Rated Final
Distribution Date; provided that the "latest possible maturity date" for the
Class X-2 Certificates is the Distribution Date in April 2034.

         SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither the
Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall
permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be
subject to a tax on "prohibited transactions" or "prohibited contributions" or
other tax pursuant to the REMIC Provisions.

         SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything
to the contrary in this Agreement, neither the Trustee, the Paying Agent, the
Master Servicer nor the Special Servicer shall permit any modification of a
Money Term of a Mortgage Loan or a Specially Serviced Mortgage Loan unless (i)
the Trustee, the Special Servicer, Paying Agent and the Master Servicer have
received a Nondisqualification Opinion or a ruling from the Internal Revenue
Service (at the expense of the party making the request that the Master Servicer
or the Special Servicer modify the Mortgage Loan or a Specially Serviced
Mortgage Loan) to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code



                                     -243-
<PAGE>

(or, if it would be so treated, would not be treated as a "significant
modification" for purposes of Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii)
such modification meets the requirements set forth in Sections 8.18 or 9.5.

         SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS OF REMIC
STATUS. In the event that any REMIC Pool fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

         SECTION 12.5 GRANTOR TRUST REPORTING. The parties intend that the
portions of the Trust consisting of the Class O Grantor Trust shall constitute,
and that the affairs of the Trust (exclusive of the REMIC Pools) shall be
conducted so as to qualify such portion as, a "grantor trust" under the Code,
and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention, the Paying Agent shall furnish or cause to be
furnished to the Class O 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 O 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

                                     -244-
<PAGE>


subject matter hereof. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.

         SECTION 13.3 AMENDMENT.

         (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the interest represented by the Class O Grantor Trust Interest as a grantor
trust) for the purposes of federal income tax law (or comparable provisions of
state income tax law), (iv) to make any other provisions with respect to matters
or questions arising under or with respect to this Agreement not inconsistent
with the provisions hereof, (v) to modify, add to or eliminate the provisions of
Article III relating to transfers of Residual Certificates, (vi) to amend any
provision herein to the extent necessary or desirable to list the Certificates
on a stock exchange, including, without limitation, the appointment of one or
more sub-paying agents and the requirement that certain information be delivered
to such sub-paying agents or (vii) to make any other amendment which does not
adversely affect in any material respect the interests of any Certificateholder
(unless such Certificateholder consents). No such amendment effected pursuant to
clause (i), (ii) or (iv) of the preceding sentence shall (A) adversely affect in
any material respect the interests of any Holder not consenting thereto without
the consent of 100% of the Certificateholders or (B) adversely affect the status
of any REMIC Pool as a REMIC (or the Class O 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 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.


                                     -245-
<PAGE>


         (c) This Agreement may also be amended from time to time by the parties
with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's or the
Trustee's obligation to Advance or alter the Servicing Standard except as may be
necessary or desirable to comply with the REMIC Provisions or (iv) adversely
affect the status of any REMIC Pool as a REMIC for federal income tax purposes
(as evidenced by a Nondisqualification Opinion) or the Class O Grantor Trust as
a grantor trust, without the consent of 100% of the Certificateholders
(including the Class R-I, Class R-II and Class R-III Certificateholders);
provided that no such amendment may modify Section 8.18 of this Agreement
without Rating Agency Confirmation. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and an Opinion of Counsel that any
amendment pursuant to this Section 13.3(c) is permitted by this Agreement at the
expense of the party requesting the amendment.

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

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

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

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

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



                                     -246-
<PAGE>


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 not be amended in any
manner that is reasonably likely to have a material adverse effect on the holder
of a B Note without first obtaining the written consent of the holder of the B
Note.

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

         SECTION 13.5 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
(A) in the case of the Depositor, Morgan Stanley Dean Witter Capital I Inc.,
1585 Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy
to the attention of the General Counsel; (B) in the case of the Trustee at the
Corporate Trust Office; (C) in the case of the Master Servicer, GMAC Commercial
Mortgage Corporation, 200 Witmer Road, Horsham, Pennsylvania, 19044, Attention:
Managing Director, Commercial Servicing Operations (with a copy to General
Counsel at such address); (D) in the case of GMAC Commercial Mortgage
Corporation, in its capacity as Special Servicer, GMAC Commercial Mortgage
Corporation, 550 California Street, 12th Floor, San Francisco, California 94104,
Attention: Henry Bieber (with a copy to General Counsel at such address); (E) in
the case of MSDWMC, Morgan Stanley Dean Witter Mortgage Capital Inc., 1585
Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy to:
Morgan Stanley Dean Witter Capital I Inc., 1585 Broadway, New York, New York
10036, Attention: General Counsel; (F) in the case of JHREF, John Hancock Real
Estate Finance, Inc., 200 Clarendon Street, Boston, Massachusetts 02117,
Attention: Barry Nectow, Senior Vice President, with copies to the attention of
Michael M. Epstein, Esq. and Nathaniel I. Margolis, Esq.; (G) in the case of the
initial Operating Adviser, GMAC Institutional Advisors, LLC, Attention: Shari
Figi, 550 California Street, 12th Floor, San Francisco, California, 94104; (H)
in the case of the Paying Agent, Wells Fargo Bank Minnesota, N.A., 11000 Broken
Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust Services
(CMBS) Morgan Stanley Dean Witter Capital I Inc., Series 2002-HQ, (I) in the
case of the initial holder of a B Note, as specified in the A/B Mortgage Loan
Intercreditor Agreement and (J) in the case of Pacific Life Insurance Company,
in its capacity as Special Servicer with respect to Mortgage Loan No. 1, 700
Newport Center Drive, Newport Beach, California 92660, Attention: Janine
Stallings, or, as to each party, such other address as may hereafter be
furnished by such party to the other parties in writing. Any notice required or
permitted to be mailed to a Holder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.



                                     -247-
<PAGE>


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

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

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

         SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement (including the Primary Servicer to the extent
applicable to such Primary Servicer and Pacific Life Insurance Company, as
primary servicer with respect to Mortgage Loan No. 1, to the extent applicable
to it) and their successors hereunder and the Holders of the Certificates, any
benefit or any legal or equitable right, power, remedy or claim under this
Agreement; provided, however, that the Mortgagors set forth on Schedule V hereto
are intended third-party beneficiaries of the fifth and sixth paragraph of
Section 2.3(a) and the holder of each Companion Loan and B Note, if any, is an
intended third-party beneficiary in respect of the rights afforded it hereunder.

         SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

         (a)  The Trustee, or, with respect to items (vi), (vii) and (ix) below,
the Master Servicer, shall give prompt notice to the Rating Agencies, Special
Servicers and the Operating Adviser of the occurrence of any of the following
events of which it has notice:

              (i) any amendment to this Agreement pursuant to Section 13.3
hereof;

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

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

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


                                     -248-
<PAGE>

              (v) the appointment of any successor to the Master Servicer, the
Trustee, the Paying Agent, the Operating Adviser or the Special Servicer
pursuant to Section 7.7, 7.14 or 9.37 hereof;

              (vi) waiver of a due-on-sale clause as provided in Section 8.7;

              (vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;

              (viii) the making of a final payment pursuant to Section 10.3
hereof;

              (ix) a Servicing Transfer Event; and

              (x) an Event of Default.

         (b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:

          If to Moody's, to:

          Moody's Investors Service, Inc.
          99 Church Street
          New York, NY 10009
          Fax: (212) 553-0557
          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.


                                     -249-
<PAGE>


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

         (e) Any notice or other document required to be delivered or mailed by
the Depositor, Master Servicer, Paying Agent or Trustee shall be given by such
parties, respectively, on a best efforts basis and only as a matter of courtesy
and accommodation to the Rating Agencies, unless otherwise specifically required
herein, and such parties, respectively, shall have no liability for failure to
deliver any such notice or document to the Rating Agencies.

         SECTION 13.11 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

         SECTION 13.12 INTENTION OF PARTIES. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans and related rights and
property to the Trustee, for the benefit of the Certificateholders, by the
Depositor as provided in Section 2.1 be, and be construed as, an absolute sale
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:

              (i) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property consisting of, arising from or
relating to any of the property described in clauses (1)-(4) below: (1) the
Mortgage Loans, including the related Mortgage Notes, Mortgages, security
agreements, and title, hazard and other insurance policies identified on the
Mortgage Loan Schedule, including all Qualified Substitute Mortgage Loans, all
distributions with respect thereto payable on and after the Cut-Off Date, and
the Mortgage Files; (2) the Distribution Account, all REO Accounts, and the
Certificate Account, including all property therein and all income from the
investment of funds therein (including any accrued discount realized on
liquidation of any investment purchased at a discount); (3) the REMIC I Regular
Interests and the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase
Agreements;

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



                                     -250-
<PAGE>


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

         All cash and non-cash proceeds of the collateral described in clauses
(i) and (ii) above.

         The possession by the Trustee of the Mortgage Notes, the Mortgages and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

         Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

         The Depositor and, at the Depositor's direction, the Master Servicer
and the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of the Agreement. The Master Servicer shall file, at the expense of the Trust as
an Additional Trust Expense all filings necessary to maintain the effectiveness
of any original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in such property,
including without limitation (i) continuation statements, and (ii) such other
statements as may be occasioned by any transfer of any interest of the Master
Servicer or the Depositor in such property. In connection herewith, the Trustee
shall have all of the rights and remedies of a secured party and creditor under
the Uniform Commercial Code as in force in the relevant jurisdiction.

         SECTION 13.13 RECORDATION OF AGREEMENT. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere. Such recordation, if any, shall be
effected by the Master Servicer at the expense of the Trust as an Additional
Trust Expense, but only upon direction of the Depositor accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

         SECTION 13.14 RATING AGENCY MONITORING FEES. The parties hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates and any
certificates issued pursuant to



                                     -251-
<PAGE>


the B Note Trust Agreement and that no monitoring fees are payable subsequent to
the Closing Date in respect thereof. The Master Servicer shall not be required
to pay any such fees or any fees charged for any Rating Agency Confirmation
(except any confirmation required under Section 8.22, Section 8.23 or in
connection with a termination and replacement of the Master Servicer following
an Event of Default of the Master Servicer).

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


                                     -252-
<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar and
the Authenticating Agent have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above
written.

                       MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                       as Depositor

                       By:
                            -------------------------------------
                       Name:
                       Title:



                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                       as Master Servicer


                       By:
                            -------------------------------------
                       Name:
                       Title:


                       GMAC COMMERCIAL MORTGAGE CORPORATION,
                       as Special Servicer


                       By:
                            -------------------------------------
                       Name:
                       Title:


                       PACIFIC LIFE INSURANCE COMPANY, as
                       Special Servicer with respect to Mortgage Loan No. 1


                       By:
                            -------------------------------------
                       Name:
                       Title:



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



                                     -253-
<PAGE>



                       By:
                            -------------------------------------
                       Name:
                       Title:



                       JOHN HANCOCK REAL ESTATE FINANCE,
                       INC., acting solely in its capacity as Primary
                       Servicer with respect to the sections referred to in
                       Section 13.15 of the Agreement


                       By:
                            -------------------------------------
                       Name:
                       Title:



                                     -254-
<PAGE>




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

         On this __ day of March, 2002, before me, a notary public in and for
said State, personally appeared _____________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as Vice President on behalf of Morgan Stanley Dean Witter
Capital I Inc., and acknowledged to me that such corporation executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

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




                                         ------------------------------------
                                                    Notary Public


<PAGE>



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

         On this ___ day of March, 2002, before me, a notary public in and for
said State, personally appeared ____________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as Vice President of ___________________, and acknowledged to
me that such corporation executed the within instrument pursuant to its by-laws
or a resolution of its Board of Directors.

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




                                         ------------------------------------
                                                    Notary Public


                                      -2-


<PAGE>



STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

         On the ______ day of March, 2002, before me, a notary public in and for
said State, personally appeared ___________________ known to me to be a of
_______________, one of the entities that executed the within instrument, and
acknowledged to me that such entity executed the within instrument.

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




                                         ------------------------------------
                                                    Notary Public


                                      -3-


<PAGE>



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

         On this ___ day of March, 2002, before me, a notary public in and for
said State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ____________, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

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




                                         ------------------------------------
                                                    Notary Public


                                      -4-



<PAGE>



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

         On this ___ day of March, 2002, before me, a notary public in and for
said State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of _______________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

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




                                         ------------------------------------
                                                    Notary Public

                                      -5-




<PAGE>



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

         On this ___ day of March, 2002, before me, a notary public in and for
said State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ________________
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

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




                                         ------------------------------------
                                                    Notary Public



                                      -6-



<PAGE>



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

         On this ___ day of March, 2002, before me, a notary public in and for
said State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of
___________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

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

<PAGE>


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

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

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                               AS MASTER SERVICER,

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              AS SPECIAL SERVICER,

                         PACIFIC LIFE INSURANCE COMPANY,
                               AS SPECIAL SERVICER
                      WITH RESPECT TO MORTGAGE LOAN NO. 1,

                                       AND

                        WELLS FARGO BANK MINNESOTA, N.A.
                                   AS TRUSTEE,
                     PAYING AGENT AND CERTIFICATE REGISTRAR

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

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT

                            DATED AS OF MARCH 1, 2002

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2002-HQ

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

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

INITIAL PASS-THROUGH RATE:  4.59%            MASTER SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                          SPECIAL SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION AND PACIFIC
CUT-OFF DATE: MARCH 1, 2002                  LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                 PAYING AGENT AND TRUSTEE: WELLS
                                             FARGO BANK MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                             PRIMARY SERVICER: JOHN HANCOCK REAL
AGGREGATE CERTIFICATE BALANCE OF THE         ESTATE FINANCE, INC.
CLASS A-1 CERTIFICATES AS OF THE CLOSING
DATE: $150,000,000

CERTIFICATE BALANCE OF THIS CLASS A-1
CERTIFICATE AS OF THE CLOSING DATE:          CUSIP NO.  61746W MT 4
$150,000,000

No.  A-1-1

                              CLASS A-1 CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Certificate Registrar, the Authenticating Agent, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class A-1 Certificates. The Certificates are
designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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


<PAGE>

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


         IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                         WELLS FARGO BANK MINNESOTA, N.A., as
                                         Certificate Registrar



                                         By:
                                             ---------------------------------
                                                   AUTHORIZED SIGNATORY


Dated:  March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

         THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common            UNIF GIFT MIN ACT............Custodian
TEN ENT -  as tenants by the                                  (Cust)
           entireties                          Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in                  Act.......................
           common                                           (State)




     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                         PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------
                         IDENTIFYING NUMBER OF ASSIGNEE
------------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      -------------------------       -----------------------------------------
                                      NOTICE: The signature to this assignment
                                      must correspond with the name as written
                                      upon the face of this Certificate in every
                                      particular without alteration or
                                      enlargement or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>


                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

INITIAL PASS-THROUGH RATE: 6.09%             MASTER SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                          SPECIAL SERVICER: GMAC COMMERCIAL
                                             MORTGAGE CORPORATION AND PACIFIC
CUT-OFF DATE: MARCH 1, 2002                  LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                 PAYING AGENTAND TRUSTEE: WELLS
                                             FARGO BANK MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                             PRIMARY SERVICER: JOHN HANCOCK REAL
AGGREGATE CERTIFICATE BALANCE OF THE         ESTATE FINANCE, INC.
CLASS A-2 CERTIFICATES AS OF THE CLOSING
DATE: $180,000,000                           CUSIP NO. 61746W MU 1

CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE:
$180,000,000

No.  A-2-1

                              CLASS A-2 CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class A-2 Certificates. The Certificates are
designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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


<PAGE>

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          WELLS FARGO BANK MINNESOTA, N.A., as
                                          Certificate Registrar



                                          By:
                                              ----------------------------------
                                                    AUTHORIZED SIGNATORY


Dated:  March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                          WELLS FARGO BANK MINNESOTA, 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:

TEN COM - as tenant in common             UNIF GIFT MIN ACT............Custodian
TEN ENT - as tenants by the                                   (Cust)
          entireties                         Under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          rights of survivorship and
          not as tenants in common
                                               Act.......................
                                                          (State)

    Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------
                          IDENTIFYING NUMBER OF ASSIGNEE
-------------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                   ______________________________
                                                  NOTICE: The signature to
                                                  this assignment must
                                                  correspond with the name
                                                  as written upon the face
                                                  of this Certificate in
                                                  every particular without
                                                  alteration or enlargement
                                                  or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>






                                   EXHIBIT A-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ


<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  6.51%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER: GMAC COMMERCIAL
CUT-OFF DATE: MARCH 1, 2002                                      MORTGAGE CORPORATION AND PACIFIC
                                                                 LIFE INSURANCE COMPANY
CLOSING DATE: MARCH 27, 2002
                                                                 PAYING AGENT AND TRUSTEE: WELLS
                                                                 FARGO BANK MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                                                 PRIMARY SERVICER: JOHN HANCOCK REAL
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3                   ESTATE FINANCE, INC.
CERTIFICATES AS OF THE CLOSING DATE:  $363,674,000

CERTIFICATE BALANCE OF THIS CLASS A-3                            CUSIP NO.  61746W MV 9
CERTIFICATE AS OF THE CLOSING DATE:
$363,674,000

No.  A-3-1
</TABLE>


                              CLASS A-3 CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-3 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class A-3 Certificates. The Certificates are
designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                          WELLS FARGO BANK MINNESOTA, N.A., as
                                          Certificate Registrar



                                          By: __________________________________
                                                   AUTHORIZED SIGNATORY


Dated:  March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                        <C>                                       <C>
TEN COM -  as tenant in common                        UNIF GIFT MIN ACT.....................Custodian
TEN ENT -  as tenants by the entireties                                       (Cust)
JT TEN  -  as joint tenants with rights of               Under Uniform Gifts to Minors
           survivorship and not as tenants in
           common
                                                                    Act.......................
                                                                             (State)

</TABLE>
     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

------------------------ -------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------
                         IDENTIFYING NUMBER OF ASSIGNEE
---------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________         _______________________________
                                        NOTICE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of this Certificate in
                                        every particular without alteration or
                                        enlargement or any change whatever.

_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized
or witnessed signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________

account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>



                                   EXHIBIT A-4

                                   [RESERVED]

















<PAGE>



                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                <C>
INITIAL PASS-THROUGH RATE  6.64%                                 MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
AS OF MARCH 1, 2002                                              CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CUT-OFF DATE: MARCH 1, 2002                                      PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
CLOSING DATE: MARCH 27, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL
FIRST DISTRIBUTION DATE: APRIL 15, 2002                          ESTATE FINANCE, INC.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS B  CERTIFICATES AS OF THE CLOSING
DATE:  $32,781,000                                               CUSIP NO.  61746W MW 7

CERTIFICATE BALANCE OF THIS CLASS B  CERTIFICATE AS OF THE
CLOSING DATE:  $32,781,000

No.  B-1
</TABLE>

                               CLASS B CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class B Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>


     IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Certificate Registrar



                                       By: _____________________________________
                                                AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                        <C>                                            <C>
TEN COM -   as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -   as tenants by the entireties                                         (Cust)
JT TEN  -   as joint tenants with rights of               Under Uniform Gifts to Minors
            survivorship and not as tenants in
            common

                                                                      Act.......................
                                                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------
                         IDENTIFYING NUMBER OF ASSIGNEE
--------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED

The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>





                                   EXHIBIT A-6

                          [FORM OF CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  6.75%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL
                                                                 ESTATE FINANCE, INC.
AGGREGATE CERTIFICATE BALANCE OF THE CLASS C
CERTIFICATES AS OF THE CLOSING DATE:  $29,608,000

CERTIFICATE BALANCE OF THIS CLASS C  CERTIFICATE AS OF THE
CLOSING DATE:  $29,608,000

No. C-1                                                          CUSIP NO.  61746W MX 5
</TABLE>

                               CLASS C CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class C Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class C Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar



<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                         WELLS FARGO BANK MINNESOTA, N.A., as
                                         Certificate Registrar



                                         By: ___________________________________
                                                  AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                         WELLS FARGO BANK MINNESOTA, 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:


<TABLE>
<CAPTION>
<S>          <C>                                                 <C>
TEN COM -   as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -   as tenants by the entireties                                               (Cust)
JT TEN  -   as joint tenants with rights of                 Under Uniform Gifts to Minors
            survivorship and not as tenants in
            common

                                                                    Act.......................
                                                                             (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------
                         IDENTIFYING NUMBER OF ASSIGNEE
--------------------

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>





                                   EXHIBIT A-7

                          [FORM OF CLASS D CERTIFICATE]

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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

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

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                   <C>
INITIAL PASS-THROUGH RATE:  7.00%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES        FINANCE, INC.
AS OF THE CLOSING DATE:  $7,402,000

CERTIFICATE BALANCE OF THIS CLASS D CERTIFICATE AS OF THE
CLOSING DATE:  $7,402,000 (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)
                                                                 CUSIP NO.  61746W ND 8
No.  D-1
</TABLE>

                               CLASS D CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class D Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and


<PAGE>

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 Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued in
the Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                          <C>                                         <C>
TEN COM -    as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -    as tenants by the entireties                                               (Cust)
JT TEN  -    as joint tenants with rights of                         Under Uniform Gifts to Minors
             survivorship and not as tenants in
             common

                                                                       Act.......................
                                                                                (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     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 E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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

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

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                  <C>
INITIAL PASS-THROUGH RATE: 7.27%                                 MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES         FINANCE, INC.
AS OF THE CLOSING DATE:  $10,574,000

CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS OF THE
CLOSING DATE:  $10,574,000 (SUBJECT TO SCHEDULE OF EXCHANGES     CUSIP NO.  61746W NE 6
ATTACHED)

No.  E-1
</TABLE>

                               CLASS E CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class E Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and


<PAGE>

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 Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued in
the Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Certificate Registrar



                                       By: ____________________________________
                                                AUTHORIZED SIGNATORY


Dated:  March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                    <C>                                            <C>
TEN COM -   as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -   as tenants by the entireties                                               (Cust)
JT TEN  -   as joint tenants with rights of                  Under Uniform Gifts to Minors
            survivorship and not as tenants in
            common

                                                                     Act.......................
                                                                              (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>





                                   EXHIBIT A-9

                          [FORM OF CLASS F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

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

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

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


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                   <C>
INITIAL PASS-THROUGH RATE: 7.34%                                 MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
AS OF MARCH 1, 2002                                              CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CUT-OFF DATE: MARCH 1, 2002                                      PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
CLOSING DATE: MARCH 27, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
FIRST DISTRIBUTION DATE: APRIL 15, 2002                          FINANCE, INC.

AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE:  $8,460,000

CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE
CLOSING DATE: $8,460,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO.  61746W NF 3
ATTACHED)

No. F-1
</TABLE>

                               CLASS F CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class F Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and


<PAGE>

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 Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued in
the Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                  WELLS FARGO BANK MINNESOTA, N.A., as
                                  Certificate Registrar



                                  By: _________________________________________
                                           AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                  WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                            <C>                                         <C>
TEN COM -    as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -    as tenants by the entireties                                               (Cust)
JT TEN  -    as joint tenants with rights of                Under Uniform Gifts to Minors
             survivorship and not as tenants in
             common

                                                              Act.......................
                                                                       (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>







                                  EXHIBIT A-10

                          [FORM OF CLASS G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

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

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

THIS CLASS 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.
<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  7.60%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:                         SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
AS OF MARCH 1, 2002                                              CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CUT-OFF DATE: MARCH 1, 2002                                      PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
CLOSING DATE: MARCH 27, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
FIRST DISTRIBUTION DATE: APRIL 15, 2002                          FINANCE, INC.

AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE:  $8,459,000

CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE
CLOSING DATE: $8,459,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO.  61746W NG 1
ATTACHED)

No. G-1
</TABLE>

                               CLASS G CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class G Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and


<PAGE>

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 Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued in
the Classes specified in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Certificate Registrar



                                       By: _____________________________________
                                                AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>            <C>                                       <C>                                                 <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common

                                                                            Act.......................
                                                                                     (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>





                                  EXHIBIT A-11

                          [FORM OF CLASS H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                    <C>
INITIAL PASS-THROUGH RATE:  6.09%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
FIRST DISTRIBUTION DATE: APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES        FINANCE, INC.
AS OF THE CLOSING DATE:  $14,804,000

CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE
CLOSING DATE: $14,804,000 (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)
                                                                 CUSIP NO.  61746W NH 9
No. H-1
</TABLE>

                               CLASS H CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class H Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and


<PAGE>

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 Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued in
the Classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar nor any such agents
shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Certificate Registrar



                                       By: _____________________________________
                                                AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>            <C>                                    <C>                                      <C>
TEN COM -    as tenant in common                        UNIF GIFT MIN ACT......................Custodian
TEN ENT -    as tenants by the entireties                                        (Cust)
JT TEN  -    as joint tenants with rights of                  Under Uniform Gifts to Minors
             survivorship and not as tenants in
             common

                                                                     Act.......................
                                                                              (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>







                                  EXHIBIT A-12

                          [FORM OF CLASS J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  6.09%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES         FINANCE, INC.
AS OF THE CLOSING DATE:  $6,345,000

CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE
CLOSING DATE: $6,345,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO.  61746W NJ 5
ATTACHED)

No. J-1
</TABLE>

                               CLASS J CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class J Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class J Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                    WELLS FARGO BANK MINNESOTA, N.A., as
                                    Certificate Registrar



                                    By: ________________________________________
                                             AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                   WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>            <C>                                        <C>                                      <C>
TEN COM -     as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -     as tenants by the entireties                                         (Cust)
JT TEN  -     as joint tenants with rights of                   Under Uniform Gifts to Minors
              survivorship and not as tenants in
              common

                                                                      Act.......................
                                                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.




<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>







                                  EXHIBIT A-13

                          [FORM OF CLASS K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  6.09%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                  MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES         FINANCE, INC.
AS OF THE CLOSING DATE:  $6,344,000

CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE
CLOSING DATE: $6,344,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO.  61746W NK 2
ATTACHED)

No.  K-1
</TABLE>

                               CLASS K CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class K Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class K Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
<PAGE>

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       WELLS FARGO BANK MINNESOTA, N.A., as
                                       Certificate Registrar



                                       By: _____________________________________
                                                AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                      WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>                   <C>                                     <C>                                             <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of              Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common

                                                                 Act.......................
                                                                          (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>







                                  EXHIBIT A-14

                          [FORM OF CLASS L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

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

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

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

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  6.09%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L CERTIFICATES        FINANCE, INC.
AS OF THE CLOSING DATE:  $8,460,000

CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE
CLOSING DATE: $8,460,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO.  61746W NL 0
ATTACHED)

No. L-1
</TABLE>

                               CLASS L CERTIFICATE

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

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class L Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
<PAGE>

Certificate specified on the face hereof by the aggregate initial Certificate
Balance of the Class L Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-HQ and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

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

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

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

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

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

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


<PAGE>

Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
<PAGE>

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>          <C>                                          <C>                                         <C>
TEN COM -    as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -    as tenants by the entireties                                           (Cust)
JT TEN  -    as joint tenants with rights of                     Under Uniform Gifts to Minors
             survivorship and not as tenants in
             common

                                                                        Act.......................
                                                                                 (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

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

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

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

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


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

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


<PAGE>


                                  EXHIBIT A-15

                          [FORM OF CLASS M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

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

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                               <C>
INITIAL PASS-THROUGH RATE:  6.09%                                MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                                                 PRIMARY SERVICER:   JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES        FINANCE, INC.
AS OF THE CLOSING DATE:  $6,344,000

CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE
CLOSING DATE: $6,344,000 (SUBJECT TO SCHEDULE OF EXCHANGES
ATTACHED)
                                                                 CUSIP NO.  61746W NM 8
No. M-1
</TABLE>

                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class M Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), Morgan Stanley Dean Witter Capital I Inc.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the
Authenticating Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the



<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class M Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        WELLS FARGO BANK MINNESOTA, N.A., as
                                        Certificate Registrar



                                        By: ____________________________________
                                                 AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>             <C>                                  <C>                                           <C>
TEN COM -      as tenant in common                     UNIF GIFT MIN ACT..............................Custodian
TEN ENT -      as tenants by the entireties                                            (Cust)
JT TEN  -      as joint tenants with rights of               Under Uniform Gifts to Minors
               survivorship and not as tenants in
               common

                                                               Act.......................
                                                                        (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER

--------------------     IDENTIFYING NUMBER OF ASSIGNEE

--------------------

--------------------
                     -----------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of__________________
account number _______________________or, if mailed by check, to ______________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-16

                          [FORM OF CLASS N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

<TABLE>
<CAPTION>
<S>                                                                    <C>
INITIAL PASS-THROUGH RATE: 6.09%                                 MASTER SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                                 CORPORATION

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2002
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MARCH 1, 2002                                      CORPORATION AND PACIFIC LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                                     PAYING AGENT AND TRUSTEE: WELLS FARGO BANK
                                                                 MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                                                 PRIMARY SERVICER:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS N CERTIFICATES        FINANCE, INC.
AS OF THE CLOSING DATE:  $2,115,000

CERTIFICATE BALANCE OF THIS CLASS N CERTIFICATE AS OF THE
CLOSING DATE: $2,115,000 (SUBJECT TO SCHEDULE OF EXCHANGES       CUSIP NO. 61746W NN 6
ATTACHED)

No. N-1
</TABLE>

                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class N Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the


<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class N Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar


<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                            WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar



                                            By: ________________________________
                                                     AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                            WELLS FARGO BANK MINNESOTA, 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:

<TABLE>
<CAPTION>
<S>           <C>                                    <C>                                      <C>
TEN COM -   as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -   as tenants by the entireties                                               (Cust)
JT TEN  -   as joint tenants with rights of                         Under Uniform Gifts to Minors
            survivorship and not as tenants in
            common

                                                                      Act.......................
                                                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
--------------------     IDENTIFYING NUMBER OF ASSIGNEE

--------------------

--------------------
                     -----------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint
--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                  _______________________________
                                                 NOTICE: The signature to
                                                 this assignment must
                                                 correspond with the name
                                                 as written upon the face
                                                 of this Certificate in
                                                 every particular without
                                                 alteration or enlargement
                                                 or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust
company or by a member firm of the New York Stock Exchange or
another national securities exchange. Notarized or witnessed
signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of__________________
account number ______________ or, if mailed by check, to ______________________.
Statements should be mailed to ____________________. This information is
provided by assignee named above, or _______________________, as its agent.


<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>



                                  EXHIBIT A-17

                          [FORM OF CLASS O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS O CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY


<PAGE>

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.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ


INITIAL PASS-THROUGH RATE: 6.09%            MASTER SERVICER:  GMAC COMMERCIAL
                                            MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                         SPECIAL SERVICER:  GMAC COMMERCIAL
                                            MORTGAGE CORPORATION AND PACIFIC
CUT-OFF DATE: MARCH 1, 2002                 LIFE INSURANCE COMPANY

CLOSING DATE: MARCH 27, 2002                PAYING AGENT AND TRUSTEE: WELLS
                                            FARGO BANK MINNESOTA, N.A.
FIRST DISTRIBUTION DATE:  APRIL 15, 2002
                                            PRIMARY SERVICER:  JOHN HANCOCK REAL
AGGREGATE CERTIFICATE BALANCE OF THE        ESTATE FINANCE, INC.
CLASS O CERTIFICATES AS OF THE CLOSING
DATE: $10,575,104

CERTIFICATE BALANCE OF THIS CLASS O         CUSIP NO.  61746W NP 1
CERTIFICATE AS OF THE CLOSING DATE:
$10,575,104 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. N-1

                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class O Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class O Certificates. The Certificates are designated
as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar

<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>

                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common              UNIF GIFT MIN ACT..........Custodian
TEN ENT -  as tenants by the                                   (Cust)
           entireties                            Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in                      Act.......................
           common                                              (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.

_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-18

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-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 CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

PERCENTAGE INTEREST OF THIS CLASS R-I      SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                         MORTGAGE CORPORATION AND PACIFIC LIFE
                                           INSURANCE COMPANY

DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                        PAYING AGENT AND TRUSTEE: WELLS
                                           FARGO BANK MINNESOTA, N.A.
CUT-OFF DATE:  MARCH 1, 2002
                                           PRIMARY SERVICER: JOHN HANCOCK REAL
CLOSING DATE:  MARCH 27, 2002              ESTATE FINANCE, INC.

FIRST DISTRIBUTION DATE:  APRIL 15, 2002

MASTER SERVICER:  GMAC COMMERCIAL          NO. R-I-1
MORTGAGE CORPORATION


                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class R-I Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Authenticating Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-I Certificates specified on the face hereof. The
Certificates are designated as Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued
in the Classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

<PAGE>

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor,

<PAGE>

if such Certificateholder will have provided the Paying Agent with wiring
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on
any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the

<PAGE>

later of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                            WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar



                                            By: ________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002



                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                            WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common          UNIF GIFT MIN ACT..............Custodian
TEN ENT -  as tenants by the                                 (Cust)
           entireties                         Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in               Act.......................
           common                                       (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.


-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>

                                  EXHIBIT A-19

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

PERCENTAGE INTEREST OF THIS CLASS R-II     SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                         MORTGAGE CORPORATION AND PACIFIC LIFE
                                           INSURANCE COMPANY
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                        PAYING AGENT AND TRUSTEE: WELLS
                                           FARGO BANK MINNESOTA, N.A.
CUT-OFF DATE: MARCH 1, 2002
                                           PRIMARY SERVICER: JOHN HANCOCK REAL
CLOSING DATE: MARCH 27, 2002               ESTATE FINANCE, INC.

FIRST DISTRIBUTION DATE: APRIL 15, 2002

MASTER SERVICER: GMAC COMMERCIAL           NO. R-II-1
MORTGAGE CORPORATION



                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class R-II Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Authenticating Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-II Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued
in the Classes as

<PAGE>

specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such

<PAGE>

Certificateholder. All distributions under the Pooling and Servicing Agreement
to Certificateholders will be made by wire transfer in immediately available
funds to the account specified by the Certificateholder, at a bank or other
entity having appropriate facilities therefor, if such Certificateholder will
have provided the Paying Agent with wiring instructions on or prior to the
related Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

<PAGE>

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common              UNIF GIFT MIN ACT..........Custodian
TEN ENT -  as tenants by the                                   (Cust)
           entireties                            Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in                      Act.......................
           common                                              (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.

_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                                  EXHIBIT A-20

                        [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-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 CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

PERCENTAGE INTEREST OF THIS CLASS R-III    SPECIAL SERVICER:  GMAC COMMERCIAL
CERTIFICATE:  100%                         MORTGAGE CORPORATION AND PACIFIC LIFE
                                           INSURANCE COMPANY
DATE OF POOLING AND SERVICING AGREEMENT:
AS OF MARCH 1, 2002                        PAYING AGENT AND TRUSTEE: WELLS
                                           FARGO BANK MINNESOTA,  N.A.
CUT-OFF DATE: MARCH 1, 2002
                                           PRIMARY SERVICER: JOHN HANCOCK REAL
CLOSING DATE: MARCH 27, 2002               ESTATE FINANCE, INC.

FIRST DISTRIBUTION DATE:  APRIL 15, 2002

MASTER SERVICER:  GMAC COMMERCIAL          NO.  R-III-1
MORTGAGE CORPORATION


                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT Bear Stearns Securities Corp. is the registered owner of the
interest evidenced by this Certificate in the Class R-III Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Paying Agent, the Authenticating Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-III Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I
Inc.Commercial Mortgage Pass-Through Certificates, Series 2002-HQ and are issued
in the Classes as

<PAGE>

specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such

<PAGE>

Certificateholder. All distributions under the Pooling and Servicing Agreement
to Certificateholders will be made by wire transfer in immediately available
funds to the account specified by the Certificateholder, at a bank or other
entity having appropriate facilities therefor, if such Certificateholder will
have provided the Paying Agent with wiring instructions on or prior to the
related Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

<PAGE>

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common          UNIF GIFT MIN ACT..............Custodian
TEN ENT -  as tenants by the                                 (Cust)
           entireties                         Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in               Act.......................
           common                                       (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.


-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.


<PAGE>





                                  EXHIBIT A-21

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

INITIAL PASS-THROUGH RATE: 0.70%           MASTER SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1
CERTIFICATE: $845,945,104                  SPECIAL SERVICER: WELL FARGO BANK,
                                           NATIONAL ASSOCIATION AND PACIFIC LIFE
DATE OF POOLING AND SERVICING AGREEMENT:   INSURANCE COMPANY
AS OF MARCH 1, 2002
                                           PAYING AGENT AND TRUSTEE: WELLS
CUT-OFF DATE: MARCH 1, 2002                FARGO BANK MINNESOTA, N.A.

CLOSING DATE:  MARCH 27, 2002              PRIMARY SERVICER: JOHN HANCOCK REAL
                                           ESTATE FINANCE, INC.
FIRST DISTRIBUTION DATE: APRIL 15, 2002

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-1 CERTIFICATES AS OF THE CLOSING DATE:   CUSIP NO.  61746W NB 2
$845,945,104 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. X-1-1

                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor," which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

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 Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of interest on this Certificate will be made out
of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated on the applicable Distribution Date to Certificateholders in
the manner set forth in the Pooling and Servicing Agreement. All Realized Losses
and interest shortfalls on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates of
such Class.

<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar

<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Paying Agent, the Authenticating Agent, the
Master Servicer, the Special Servicer, the Certificate Registrar nor any such
agents shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                            WELLS FARGO BANK MINNESOTA, N.A., as
                                            Certificate Registrar



                                            By: ________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common          UNIF GIFT MIN ACT..............Custodian
TEN ENT -  as tenants by the                                 (Cust)
           entireties                         Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in               Act.......................
           common                                       (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------- ----------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.


-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>

                                  EXHIBIT A-22

                         [FORM OF CLASS X-2 CERTIFICATE]

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE AUTHENTICATING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

<PAGE>

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2002-HQ

INITIAL PASS-THROUGH RATE: 1.12%           MASTER SERVICER: GMAC COMMERCIAL
                                           MORTGAGE CORPORATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2
CERTIFICATE: $607,499,000                  SPECIAL SERVICER: WELL FARGO BANK,
                                           NATIONAL ASSOCIATION AND PACIFIC LIFE
DATE OF POOLING AND SERVICING AGREEMENT:   INSURANCE COMPANY
AS OF MARCH 1, 2002
                                           PAYING AGENT AND TRUSTEE: WELLS
CUT-OFF DATE:  MARCH 1, 2002               FARGO BANK MINNESOTA, N.A.

CLOSING DATE:  MARCH 27, 2002              PRIMARY SERVICER: JOHN HANCOCK REAL
                                           ESTATE FINANCE, INC.
FIRST DISTRIBUTION DATE: APRIL 15, 2002

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-2 CERTIFICATES AS OF THE CLOSING DATE:   CUSIP NO.  61746W NC 0
$607,499,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. X-2-1



                              CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor," which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Paying
Agent, the Authenticating Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

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-2 Certificates. The Certificates are
designated as the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of interest on this Certificate will be made out
of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated on the applicable Distribution Date to Certificateholders in
the manner set forth in the Pooling and Servicing Agreement. All Realized Losses
and interest shortfalls on the Mortgage Loans allocated to any Class of
Certificates will be allocated pro rata among the outstanding Certificates of
such Class.

<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Class X-2 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar

<PAGE>

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Paying Agent, the
Authenticating Agent, the Master Servicer, the Special Servicer and the
Certificate Registrar and any of their agents may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar nor any such agents
shall be affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                           WELLS FARGO BANK MINNESOTA, N.A., as
                                           Certificate Registrar



                                           By: _________________________________
                                                    AUTHORIZED SIGNATORY


Dated: March 27, 2002


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                           WELLS FARGO BANK MINNESOTA, 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:

TEN COM -  as tenant in common              UNIF GIFT MIN ACT..........Custodian
TEN ENT -  as tenants by the                                   (Cust)
           entireties                            Under Uniform Gifts to Minors
JT TEN  -  as joint tenants with
           rights of survivorship
           and not as tenants in                      Act.......................
           common                                              (State)


     Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                          PLEASE INSERT SOCIAL SECURITY OR OTHER
------------------------- IDENTIFYING NUMBER OF ASSIGNEE

-------------------------

-------------------------

                         -------------------------------------------------------

--------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________      _______________________________
                                     NOTICE: The signature to this assignment
                                     must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular without alteration or
                                     enlargement or any change whatever.

_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the
New York Stock Exchange or another national
securities exchange. Notarized or witnessed
signatures are not acceptable.

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of _________________
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>

                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:

<PAGE>



                                   EXHIBIT B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                              March __, 2002



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY  10036

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, MA 02117

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

     Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
           relating to Morgan Stanley Dean Witter Capital I Inc.,
           Commercial Mortgage Pass-Through Certificates, Series 2002-HQ

Ladies and Gentlemen:

                  In accordance with the provisions of Section 2.2 of the
Pooling and Servicing Agreement, the undersigned hereby certifies that, with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject
to the exceptions noted in the schedule of exceptions attached hereto, that: (a)
all documents specified in clause (i) of the definition of "Mortgage File" are
in its possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

                  The Trustee acknowledges receipt of notice that the Depositor
has granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

<PAGE>

                  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.

                                        WELLS FARGO BANK MINNESOTA, N.A.
                                        as Trustee

                                        By: ____________________________________
                                            Name:
                                            Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>







                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE


                                __________, 2002



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, NY  10036

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, MA 02117

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

     Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
           relating to Morgan Stanley Dean Witter Capital I Inc.,
           Commercial Mortgage Pass-Through Certificates, Series 2002-HQ

Ladies and Gentlemen:

                  In accordance with the provisions of Section 2.2 of the
Pooling and Servicing Agreement, the undersigned hereby certifies that, with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject
to the exceptions noted in the schedule of exceptions attached hereto, that: (a)
all documents required to be included in the Mortgage File pursuant to clauses
(i), (ii), (iv), (v), (vi) and (viii) of the definition of "Mortgage File," and
any documents required to be included in the Mortgage File pursuant to all other
clauses of the definition of "Mortgage File," to the extent known by a
Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement, are in its possession, (b) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(c) based on its examination and only as to the Mortgage Note and the Mortgage,
the street address of the Mortgaged Property and the name of the Mortgagor set
forth in the Mortgage Loan Schedule accurately reflects the information
contained in the documents in the Mortgage File, and (d) each Mortgage Note has
been endorsed. The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
contained in each Mortgage File or any of the Trustee Mortgage Loans identified
in the Mortgage Loan Schedule, or (ii) the collectibility, insurability,
effectiveness or suitability of any such Mortgage Loan.

<PAGE>

                  The Trustee acknowledges receipt of notice that the Depositor
has granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

                  Capitalized words and phrases used herein 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 MINNESOTA, N.A.
                                        as Trustee

                                        By: ____________________________________
                                             Name:
                                             Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS

<PAGE>


                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

To:      Wells Fargo Bank Minnesota, N.A., as Trustee
         Wells Fargo Center
         Sixth and Marquette
         Minneapolis, MN 55479

         Attn: Corporate Trust Services
               (CMBS) MAC #N9309-121


         Re:   Morgan Stanley Dean Witter Capital I Inc. Commercial
               Mortgage Pass-Through Certificates, Series 2002-HQ

                                 DATE:__________

                  In connection with the administration of the Mortgage Loans
held by you as Trustee under the Pooling and Servicing Agreement dated as of
March 1, 2002 by and among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and Special
Servicer, Pacific Life Insurance Company, as Special Servicer, Lasalle Bank
National Association, as Trustee, Wells Fargo Bank Minnesota, N.A., as Trustee
Paying Agent, Certificate Registrar and Authentication Agent (the "Pooling and
Servicing Agreement"), the undersigned hereby requests a release of the Trustee
Mortgage File held by you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.

               Mortgagor's Name:

               Address:

               Loan No.:

               Reason for requesting file:

_____         1.       Mortgage Loan paid in full.
                       (The [Master] [Special] Servicer hereby certifies
                       that all amounts received in connection with the
                       Mortgage Loan have been or will be, following the
                       [Master] [Special] Servicer's release of the Trustee
                       Mortgage File, credited to the Certificate Account or
                       the Distribution Account pursuant to the Pooling and
                       Servicing Agreement.)

_____         2.       Mortgage Loan repurchased.
                       (The [Master] [Special] Servicer hereby certifies
                       that the Purchase Price

<PAGE>

                       has been credited to the
                       Distribution Account pursuant to the Pooling and
                       Servicing Agreement.)

_____         3.       Mortgage Loan Defeased.

              4.       Mortgage Loan substituted.
                       (The [Master] [Special] Servicer hereby certifies
                       that a Qualifying Substitute Mortgage Loan has been
                       assigned and delivered to you along with the related
                       Trustee Mortgage File pursuant to the Pooling and
                       Servicing Agreement.)

_____         5.       The Mortgage Loan is being foreclosed.

_____         6.       Other.  (Describe)

                  The undersigned acknowledges that the above Trustee Mortgage
File will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned to you, except if the
Mortgage Loan has been paid in full, repurchased or substituted for by a
Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File
will be retained by us permanently), when no longer required by us for such
purpose).

                  Capitalized terms used herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.

                                          [Name of [Master] [Special] Servicer]




                                          By: __________________________________
                                               Name:
                                               Title:

<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


                                 Date:__________


Wells Fargo Bank Minnesota, N.A.,
  as Certificate Registrar
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

       Re:        Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ, 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 March 27, 2002 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Transferred Certificates were issued pursuant to the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
March 1, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor
(the "Depositor"), GMAC Commercial Mortgage Corporation, as master servicer and
special servicer, Pacific Life Insurance Company, as Special Servicer, and Wells
Fargo Bank Minnesota, N.A., as paying agent, certificate registrar, trustee and
authenticating agent. All terms used herein and not otherwise defined shall have
the meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar,
that:

                  1. The Transferor is the lawful owner of the Transferred
         Certificates with the full right to transfer such Certificates free
         from any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of any
         Transferred Certificate, any interest in any Transferred Certificate or
         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

<PAGE>

         with respect to any Transferred Certificate, any interest in any
         Transferred Certificate or any other similar security with any person
         in any manner, (d) made any general solicitation by means of general
         advertising or in any other manner, or (e) taken any other action,
         which (in the case of any of the acts described in clauses (a) through
         (e) hereof) would constitute a distribution of any Transferred
         Certificate under the Securities Act of 1933, as amended (the
         "Securities Act"), or would render the disposition of any Transferred
         Certificate a violation of Section 5 of the Securities Act or any state
         securities laws, or would require registration or qualification of any
         Transferred Certificate pursuant to the Securities Act or any state
         securities laws.

                                          Very truly yours,



                                          ______________________________________
                                          (Transferor)


                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [DATE]

Wells Fargo Bank Minnesota, N.A.,
  as Certificate Registrar
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ (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 March 27, 2002 (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 March 1, 2002 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), GMAC
Commercial Mortgage Corporation, as master servicer and special servicer,
Pacific Life Insurance Company, as special servicer, and Wells Fargo Bank
Minnesota, N.A. 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

<PAGE>

         transfer is being made in reliance on Rule 144A, or (ii) pursuant to
         another exemption from registration under the Securities Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Depositor, (b) the Transferred Certificates and
         distributions thereon, (c) the nature, performance and servicing of the
         Mortgage Loans, (d) the Pooling and Servicing Agreement, (e) any credit
         enhancement mechanism associated with the Transferred Certificates and
         (f) all related matters that it has requested.

                                          Very truly yours,



                                          ______________________________________
                                          (Transferee)


                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

<PAGE>

                             ANNEX 1 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate

<PAGE>

                           in the case of a U.S. savings
                           and loan association, and not more than 18 months
                           preceding such date of sale for a foreign savings and
                           loan association or equivalent institution.

                  ___      Broker-dealer. The Transferee is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended.

                  ___      Insurance Company. The Transferee is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a State, U.S. territory or the District of
                           Columbia.

                  ___      State or Local Plan. The Transferee is a plan
                           established and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ___      ERISA Plan. The Transferee is an employee benefit
                           plan within the meaning of Title I of the Employee
                           Retirement income Security Act of 1974, as amended.

                  ___      Investment Advisor. The Transferee is an investment
                           advisor registered under the Investment Advisers Act
                           of 1940, as amended.

                  ___      Other. (Please supply a brief description of the
                           entity and a cross-reference to the paragraph and
                           subparagraph under subsection (a)(1) of Rule 144A
                           pursuant to which it qualifies. Note that registered
                           investment companies should complete Annex 2 rather
                           than this Annex 1.)


               --------------------------------------------------

               --------------------------------------------------

               --------------------------------------------------

                  3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost

<PAGE>

of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

      ___   ___   Will the Transferee be purchasing the Transferred Certificate
      Yes   No    only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.



                                          ______________________________________
                                          Print Name of Transferee

                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________
                                          Date:_________________________________

<PAGE>

                             ANNEX 2 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificate
being transferred (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1.  As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____              The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

____                       The Transferee is part of a Family of Investment
                  Companies which owned in the aggregate $______________ in
                  securities (other than the excluded securities referred to
                  below) as of the end of the Transferee's most recent fiscal
                  year (such amount being calculated in accordance with Rule
                  144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

<PAGE>

                  4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

                  ___     ___   Will the Transferee be purchasing the
                                Transferred Certificates only for the
                  Yes     No    Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.


                                     ___________________________________________
                                     Print Name of Transferee or Adviser

                                     By:________________________________________
                                     Name:
                                     Title:

                                     IF AN ADVISER:
                                     ___________________________________________
                                     Print Name of Transferee

                                     Date:______________________________________

<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                 Date:__________

Wells Fargo Bank Minnesota, N.A.,
  as Certificate Registrar
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

       Re:        Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ (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 March 27, 2002 (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 March 1, 2002 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), GMAC
Commercial Mortgage Corporation, as master servicer and special servicer,
Pacific Life Insurance Company, as special servicer, and Wells Fargo Bank
Minnesota, N.A., 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

<PAGE>

be resold or transferred unless it is (i) registered pursuant to the Securities
Act and registered or qualified pursuant any applicable state securities laws or
(ii) sold or transferred in transactions which are exempt from such registration
and qualification and the Certificate Registrar has received either: (A) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit D-1 to the Pooling and Servicing
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached either as Exhibit D-2A or as Exhibit D-2B to
the Pooling and Servicing Agreement; or (C) an opinion of counsel satisfactory
to the Certificate Registrar with respect to the availability of such exemption
from registration under the Securities Act, together with copies of the written
certification(s) from the transferor and/or transferee setting forth the facts
surrounding the transfer upon which such opinion is based.

                  3. The Transferee understands that it may not sell or
otherwise transfer any Transferred Certificate except in compliance with the
provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed.

                  4.  Transferee understands that each Transferred Certificate
will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
                  OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR
                  OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
                  WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
                  A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
                  QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS
                  OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED
                  TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
                  OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
                  OR THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
                  OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
                  CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
                  OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
                  RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
                  COMPLIANCE WITH THE PROCEDURES DESCRIBED IN SECTION 3.3 OF THE
                  POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>

                  5. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any Transferred
Certificate, any interest in any Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
pledge, disposition or other transfer of any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action with respect to any Transferred Certificate, any interest in any
Transferred Certificate or any other similar security, which (in the case of any
of the acts described in clauses (a) through (e) above) would constitute a
distribution of the Transferred Certificates under the Securities Act, would
render the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities law or would require registration
or qualification of the Transferred Certificates pursuant thereto. The
Transferee will not act, nor has it authorized or will it authorize any person
to act, in any manner set forth in the foregoing sentence with respect to any
Transferred Certificate, any interest in any Transferred Certificate or any
other similar security.

                  6. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

                  7. The Transferee is an "accredited investor" as defined in
any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
or an entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificate; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.


                                   Very truly yours,


                                  ______________________________________________
                                  (Transferee)

                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                 Date:__________

[TRANSFEROR]

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ, 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 March 27, 2002 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), GMAC Commercial Mortgage Corporation, as master servicer and
special servicer, Pacific Life Insurance Company, as special servicer, and Wells
Fargo Bank Minnesota, 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.

<PAGE>

                  3. The Transferee understands that it may not sell or
otherwise transfer any portion of its interest in the Transferred Certificate
except in compliance with the provisions of Section 3.3 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed.

                  4. Transferee understands that the Transferred Certificate
will bear legends substantially to the following effect:

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

                  5. Neither the Transferee nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any Certificate or any other similar security to
any person in any manner, (b) solicited any offer to buy or accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) made any general solicitation by means of general advertising or in any
other manner, or (e) taken any other action, that (in the case of any of the
acts described in clauses (a) through (e) above) would constitute a distribution
of any Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate, any interest in any Certificate or any similar
security.

                  6. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

<PAGE>

                  7. The Transferee is an institutional "accredited investor" as
defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Certificates; the
Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to
bear the economic risks of such an investment and can afford a complete loss of
such investment.

                                  Very truly yours,


                                  ______________________________________________
                                  (Transferee)

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                 Date:__________

[TRANSFEROR]

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ, 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 March 27, 2002 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2002, among Morgan Stanley Dean Witter Capital I Inc., as depositor (the
"Depositor"), GMAC Commercial Mortgage Corporation, as master servicer and
special servicer, Pacific Life Insurance Company, as special servicer, and Wells
Fargo Bank Minnesota, 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

<PAGE>

and the Certificate Owner desiring to effect such transfer has received either
(A) a certification from such Certificate Owner's prospective transferee
(substantially in the form attached to the Pooling and Servicing Agreement)
setting forth the facts surrounding the transfer or (B) an opinion of counsel
with respect to the availability of such exemption, together with copies of the
certification(s) from the transferor and/or transferee setting forth the facts
surrounding the transfer upon which such opinion is based.

                  3. The Transferee understands that it may not sell or
otherwise transfer any portion of its interest in the Transferred Certificate
except in compliance with the provisions of Section 3.3 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed.

                  4.  Transferee understands that the Transferred Certificate
will bear legends substantially to the following effect:

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

<PAGE>

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

                                  Very truly yours,



                                  (Transferee)

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

<PAGE>

                             ANNEX 1 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor"), and [name of Certificate Registrar] as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a

<PAGE>

                           date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. savings
                           and loan association, and not more than 18 months
                           preceding such date of sale for a foreign savings and
                           loan association or equivalent institution.

                  ___      Broker-dealer. The Transferee is a dealer registered
                           pursuant to Section 15 of the Securities Exchange Act
                           of 1934, as amended.

                  ___      Insurance Company. The Transferee is an insurance
                           company whose primary and predominant business
                           activity is the writing of insurance or the
                           reinsuring of risks underwritten by insurance
                           companies and which is subject to supervision by the
                           insurance commissioner or a similar official or
                           agency of a State, U.S. territory or the District of
                           Columbia.

                  ___      State or Local Plan. The Transferee is a plan
                           established and maintained by a State, its political
                           subdivisions, or any agency or instrumentality of the
                           State or its political subdivisions, for the benefit
                           of its employees.

                  ___      ERISA Plan. The Transferee is an employee benefit
                           plan within the meaning of Title I of the Employee
                           Retirement income Security Act of 1974, as amended.

                  ___      Investment Advisor. The Transferee is an investment
                           advisor registered under the Investment Advisers Act
                           of 1940, as amended.

                  ___      Other. (Please supply a brief description of the
                           entity and a cross-reference to the paragraph and
                           subparagraph under subsection (a)(1) of Rule 144A
                           pursuant to which it qualifies. Note that registered
                           investment companies should complete Annex 2 rather
                           than this Annex 1.)


               --------------------------------------------------

               --------------------------------------------------

               --------------------------------------------------

                  3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial

<PAGE>

statements on the basis of their market value, and no current information with
respect to the cost of those securities has been published, in which case the
securities were valued at market. Further, in determining such aggregate amount,
the Transferee may have included securities owned by subsidiaries of the
Transferee, but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Transferee's direction. However, such securities were not included if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

         ___      ___        Will the Transferee be purchasing the Transferred
         Yes      No         Certificate only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                  ______________________________________________
                                  Print Name of Transferee

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________
                                  Date:_________________________________________

<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor"), and for the benefit of the Depositor, the
Certificate Registrar and the Trustee, with respect to the commercial mortgage
pass-through certificate being transferred (the "Transferred Certificate") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because
the Transferee is part of a Family of Investment Companies (as defined below),
is an executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

                           ____ The Transferee owned and/or invested on a
         discretionary basis $___________________ in securities (other than the
         excluded securities referred to below) as of the end of the
         Transferee's most recent fiscal year (such amount being calculated in
         accordance with Rule 144A).

                           ____ The Transferee is part of a Family of Investment
         Companies which owned in the aggregate $______________ in securities
         (other than the excluded securities referred to below) as of the end of
         the Transferee's most recent fiscal year (such amount being calculated
         in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

<PAGE>

                  4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         ___      ___        Will the Transferee be purchasing the Transferred
         Yes      No         Certificate only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificate will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                  ______________________________________________
                                  Print Name of Transferee or Adviser

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                  IF AN ADVISER:


                                  Print Name of Transferee

                                  Date:_________________________________________

<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                                         )
                                                 ) ss:
COUNTY OF                                        )

                  ____________________, being first duly sworn, deposes and says
that:

                  1. He/She is the ____________________ of ____________________
(the prospective transferee (the "Transferee") of Morgan Stanley Dean Witter
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2002-HQ,
Class [R-I] [R-II] [R-III], evidencing a ____% Percentage Interest in such Class
(the "Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

                  2. The Transferee (i) is, and as of the date of transfer will
be, a "Permitted Transferee" and will endeavor to remain a "Permitted
Transferee" for so long as it holds the Residual Certificates, and (ii) is
acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a possession of the United
States. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Transferee (i) is, and as of the date of transfer will
be, a "Qualified Institutional Buyer" and will endeavor to remain a "Qualified
Institutional Buyer" for so long as it holds the Residual Certificates, and (ii)
is acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Qualified Institutional Buyer"
is a qualified institutional buyer qualifying pursuant to Rule 144A under the
Securities Act of 1933, as amended.

                  4. The Transferee is aware (i) of the tax that would be
imposed on transfers of the Residual Certificates to "disqualified
organizations" under the Code that applies to all transfers of the Residual
Certificates; (ii) that such tax would be on the transferor or, if such

<PAGE>

transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a
"noneconomic residual interest" will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.

                  4. The Transferee is aware of the tax imposed on a
"pass-through entity" holding the Residual Certificates if at any time during
the taxable year of the pass-through entity a non-Permitted Transferee is the
record holder of an interest in such entity. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)

                  5. The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Certificates by the Transferee unless
the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

                  6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

                  7. The Transferee's taxpayer identification number is
_________________.

                  8. The Transferee has reviewed the provisions of Section
3.3(e) of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Residual Certificates (in particular, clause (ii)(F) of
Section 3.3(e) which authorizes the Paying Agent or the Trustee to deliver
payments on the Residual Certificate to a Person other than the Transferee and
clause (ii)(G) of Section 3.3(e) which authorizes the Trustee to negotiate a
mandatory sale of the Residual Certificates, in either case, in the event that
the Transferee holds such Residual Certificates in violation of Section 3.3(e));
and the Transferee expressly agrees to be bound by and to comply with such
provisions.

                  9. No purpose of the Transferee relating to its purchase or
any sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

                  10. The Transferee hereby represents to and for the benefit of
the transferor that the Transferee intends to pay any taxes associated with
holding the Residual Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Certificates.

<PAGE>

                  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 citizen or resident of the United
States, a corporation, a partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.

                  13. The Transferee has computed any consideration paid to it
to acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate equal to the applicable Federal rate prescribed by Section 1274(d)
of the Code, compounded semi-annually.

                  The Transferee has computed any consideration paid to it to
acquire the Class R Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate at least equal to the rate at which the Transferee regularly
borrows, in the ordinary course of its trade or business, substantial funds from
unrelated parties. The Transferee has provided all information necessary to
demonstrate to the transferor that it regularly borrows at such rate.

                  The transfer of the Class R Certificate complies with Section
6 of Revenue Procedure 2002-12 (the "Revenue Procedure"), 2002-3 I.R.B. 335
(January 16, 2002) (or comparable provisions of applicable final U.S. Treasury
Regulations) and, accordingly,

                  (i) the Transferee is an "eligible corporation," as defined in
Section 860L(a)(2) of the Code, as to which income from the Class R Certificate
will only be taxed in the United States;

                  (ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a
person related to the Investor within the meaning of Section 860L(g) of the Code
and excluding any other asset if a principal purpose for holding or acquiring
that asset is to permit the Transferee to satisfy this Section 13(ii)) in excess
of $100 million and net assets in excess of $10 million;

                  (iii) the Transferee will transfer the Class R Certificate
only to another "eligible corporation," as defined in Section 860(a)(2) of the
Code, in a transaction that satisfies the requirements of Section 4 of the
Revenue Procedure and the transfer is not to a foreign branch of

<PAGE>

such eligible corporation or any other arrangement by which the Class R
Certificate will be at any time subject to net tax by a foreign country or
possession of the United States; and

                  (iv) the Transferee determined the consideration paid to it to
acquire the Class R Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and
loss assumptions, expense and reinvestment assumptions, tax rates and other
factors specific to the Transferee) that it has determined in good faith.


<PAGE>



                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to the authority of its Board of
Directors, by its ____________________ and its corporate seal to be hereunto
attached this day of ___________, ____.


                                  [NAME OF TRANSFEREE]



                                  By:______________________________
                                       [Name of Officer]
                                       [Title of Officer]

<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                                       _______________, 20__

Wells Fargo Bank Minnesota, N.A.,
  as Certificate Registrar
Wells Fargo Center
6th and Marquette
Minneapolis, MN  55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

       Re:        Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2002-HQ (the "Certificates")

Dear Sirs:

                  This letter is delivered to you in connection with the
transfer by _________________ (the "Transferor") to _________________ (the
"Transferee") of [Class R-I] [Class R-II] [Class R-III] Certificates evidencing
a ____% Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of March 1, 2002 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
Depositor, GMAC Commercial Mortgage Corporation, as master servicer and special
servicer, Pacific Life Insurance Company, as special servicer, and Wells Fargo
Bank Minnesota, N.A., 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

<PAGE>

the future. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.

                  4. The Transferor does not know and has no reason to know that
the Transferee will not honor the restrictions on subsequent transfers by the
Transferee under the Transfer Affidavit and Agreement, delivered in connection
with this transfer.

                                  Very truly yours,



                                  ___________________________________
                                  (Transferor)

                                  By:________________________________
                                  Name:______________________________
                                  Title:_______________________________

<PAGE>

                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                   SERIES 2002-HQ, CLASS (THE "CERTIFICATES")

TO:               Euroclear System

                           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:  __________, 2002

                                   By: _________________________________________
                                   As, or as agent for, the beneficial owner(s)
                                   of the Certificates to which this certificate
                                   relates.

<PAGE>

                                   EXHIBIT G-1

                       FORM OF PRIMARY SERVICING AGREEMENT

                            [Available Upon Request]

<PAGE>

                                   EXHIBIT G-2

                                   [Reserved]

<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                               __________ __, 200_

TO:      The Depository Trust Company

         Clearstream Banking, societe anonyme or
         Euroclear System

         GMAC Commercial Mortgage Corporation, as Master Servicer

         Wells Fargo Bank Minnesota, N.A.,
             as Certificate Registrar and Trustee



                  This is to notify you as to the transfer of the beneficial
interest in $_______________ of Morgan Stanley Dean Witter Capital I Inc.
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ, Class __(the
"Certificates").

                  The undersigned is the owner of a beneficial interest in the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit
account #__________, with respect to $__________ principal denomination of the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and (ii) [DTC] [Euroclear] [CLEARSTREAM] credit the beneficial interest of the
below-named purchaser, account #__________, in the Class __ [Rule 144A-IAI
Global Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

                  Name:
                  Address:
                  Taxpayer I D. No.:

                  The undersigned hereby represents that this transfer is being
made in accordance with an exemption from the provisions of Section 5 of the
United States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or


<PAGE>

(7) of Regulation D of the 1933 Act and in accordance with any applicable
securities laws of any state of the United States and, if the purchaser has
purchased the Certificates for one or more accounts for which it is acting as
fiduciary or agent, each such account is a qualified institutional buyer or an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act] and that the purchaser is acquiring
beneficial interests in the applicable Certificate1 for its own account or for
one or more institutional accounts for which it is acting as fiduciary or agent
in a minimum amount equivalent to not less than U.S.[$25,000] [$100,000] and
integral multiples of U.S. $1 in excess thereof for each such account.

                                  Very truly yours,

                                  [NAME OF HOLDER OF CERTIFICATE]


                                  By: __________________________________________
                                        [Name], [Chief Financial
                                        or other Executive Officer]





----------

1 [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE
         FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR
         UPON ANY TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER
         HELD IN GLOBAL FORM.]

<PAGE>

                                    EXHIBIT I

                  FORM OF EUROCLEAR OR CLEARSTREAM CERTIFICATE

                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                   SERIES 2002-HQ, CLASS (THE "CERTIFICATES")

TO:      Wells Fargo Bank Minnesota, N.A., as Certificate Registrar and Trustee
         Attn:  Corporate Trust Services (CMBS) MAC #N9309-121


                  This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of March 1, 2002 (the "Pooling and Servicing
Agreement") among both of you, Morgan Stanley Dean Witter Capital I Inc. and
GMAC Commercial Mortgage Corporation, U.S. $__________ principal amount of the
above-captioned Certificates held by us or on our behalf are beneficially owned
by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Certificates
in transactions that did not require registration under the United States
Securities Act of 1933, as amended (the "Securities Act"). As used in this
paragraph, the term "U.S. person" has the meaning given to it by Regulation S
under the Securities Act.

                  We further certify that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
interest in the Certificates identified above are no longer true and cannot be
relied upon as of the date hereof.

                  [On Release Date: We hereby acknowledge that no portion of the
Class __ Regulation S Temporary Global Certificate shall be exchanged for an
interest in the Class __ Regulation S Permanent Global Certificate (as each such
term is defined in the Pooling and Servicing Agreement) with respect to the
portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

                  [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

<PAGE>

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

                                  [signature page to follow]

<PAGE>

Dated:

                                  [Euroclear System]

                                           or

                                  [CLEARSTREAM BANKING, SOCIETE ANONYME]



                                  By: __________________________________________

<PAGE>

                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

<TABLE>
<CAPTION>
                                                           MSDWCI 2002-HQ
-----------------------------------------------------------------------------------------------------------------------------------
                                                  ADMINISTRATIVE COST RATE SCHEDULE

                                                                                                    MASTER              PRIMARY
LOAN POOL NO.   MORTGAGE LOAN SELLER    PROPERTY NAME                                          EXCESS SERVICING    EXCESS SERVICING
-------------   --------------------    -------------                                          ----------------    ----------------
<S>             <C>                    <C>                                                    <C>                  <C>
1                   MSDWMC              Woodfield Shopping Center                                     3                    0
2                   MSDWMC              Butera Properties - 1750 Old Meadow Road                      2                    0
3                   MSDWMC              Butera Properties - Wedgewood II                              2                    0
4                   MSDWMC              Butera Properties - 303 International Circle                  2                    0
5                   MSDWMC              Butera Properties - 444 North Frederick Avenue                2                    0
6                   MSDWMC              Butera Properties - Patapsco Industrial Park Buildings        2                    0
7                   MSDWMC              Marina Village                                                2                    0
8                   MSDWMC              Coronado Center Mall                                          2                    0
9                   MSDWMC              CBL Portfolio - Willowbrook Plaza                             2                    0
10                  MSDWMC              CBL Portfolio - Massard Crossing                              2                    0
11                  MSDWMC              CBL Portfolio - Pemberton Plaza                               2                    0
12                  MSDWMC              Oasis Bel Air Apartments                                      2                    0
13                  MSDWMC              The Park at Centennial Apartments                             2                    0
14                  MSDWMC              Oasis Pointe Apartments                                       2                    0
15                  MSDWMC              Oasis Canyon Apartments                                       2                    0
16                  MSDWMC              Encino Financial                                              2                    0
17                  MSDWMC              Denver West Village                                           2                    0
18                  MSDWMC              Oasis Del Mar Apartments                                      2                    0
19                  MSDWMC              Samaritan Medical Center                                      3                    0
20                  MSDWMC              Enterprise Center                                             2                    0
21                  JHREF               Armstrong Corporate Park 2 & 4                                3                  7.73
22                  MSDWMC              One Burlington Avenue                                         2                    0
23                  MSDWMC              Flextronics International Building                            2                    0
24                  JHREF               Sunset Plaza                                                  3                  7.73
25                  MSDWMC              Davie Self Storage                                            3                    0
26                  MSDWMC              Armored Mini Storage & Panorama Self Storage                  3                    0
27                  MSDWMC              Armored Self Storage - West Phoenix                           3                    0
28                  MSDWMC              Armored Self Storage - North Phoenix                          3                    0
29                  MSDWMC              18th Street Atrium Office Building                            2                    0
30                  MSDWMC              Oak Grove Shoppes                                             2                    0
31                  JHREF               US Bank Retail Banking Facility                               3                  7.73
32                  MSDWMC              Parkway Center & Village                                      3                    0
33                  MSDWMC              Alicia Valencia Plaza                                         3                    0
34                  MSDWMC              Mountain View Corporate Center                                2                    0
35                  MSDWMC              Westgate Shopping Center                                      3                    0
36                  MSDWMC              Mountain Valley Center                                        2                    0
37                  JHREF               200 W. Randolph Parking Garage                                3                  7.73
38                  JHREF               Desert Sky Apartments                                         3                  7.73
39                  MSDWMC              Food Lion - Mount Airy Shopping Center                        3                    0
40                  MSDWMC              Persistence Industrial                                        3                    0
41                  MSDWMC              C & S Montgomery Warehouse                                    2                    0
42                  JHREF               Solana Beach Business Center                                  3                  7.73
43                  MSDWMC              Interstate Business Park                                      2                    0
44                  JHREF               San Mateo Business Center                                     3                  7.73
45                  JHREF               La Ciel Apartment Complex                                     3                  7.73
46                  JHREF               Westgate Atrium                                               3                  7.73
47                  JHREF               Shaler Apartments                                             3                  7.73
48                  MSDWMC              The Towneship at Clifton                                      2                    0
49                  JHREF               Bluebonnet Centre                                             3                  7.73
50                  MSDWMC              The Offices at Grapevine                                      2                    0
51                  MSDWMC              The Cableview Building                                        2                    0
52                  MSDWMC              Ashford Center                                                2                    0
53                  MSDWMC              Torrance Medical Arts Center                                  3                    0
54                  MSDWMC              Copeland Tower                                                3                    0
55                  MSDWMC              Anaheim Hills                                                 3                    0
56                  MSDWMC              Southwick Office Building I                                   2                    0
57                  JHREF               Skylark Apartments                                            3                  7.73
58                  JHREF               Sportmart Plaza                                               3                  7.73
59                  JHREF               Wilshire Beverly Hills Medical Center                         3                  7.73
60                  JHREF               Payne Industrial Park                                         3                  7.73
61                  JHREF               CarQuest Distribution Facility                                3                  7.73
62                  MSDWMC              Oaks Medical Center                                           3                    0
63                  MSDWMC              Lamar Village Shopping Center                                 2                    0
64                  MSDWMC              Pine Woods Apartments                                         2                    0
65                  JHREF               1111 Chapala Street                                           3                  7.73
66                  MSDWMC              Fieldstone Apartments                                         3                    0
67                  JHREF               Taft Corners                                                  3                  7.73
68                  JHREF               Kearny Mesa Commerce Center                                   3                  7.73
69                  MSDWMC              Geneva Fargo Center                                           2                    0
70                  JHREF               Sportmart Plaza                                               3                  7.73
71                  MSDWMC              Hampton Professional Park                                     3                    0
72                  MSDWMC              Montclair Business Park                                       3                    0
73                  JHREF               Greenleaf Square                                              3                  7.73
74                  JHREF               Sportmart Plaza                                               3                  7.73
75                  JHREF               ASA Building                                                  3                  7.73
76                  JHREF               Oak Valley Apartments                                         3                  7.73
77                  JHREF               280 Newport Center Drive                                      3                  7.73
78                  JHREF               Pinery Woods Apartments                                       3                  7.73
79                  MSDWMC              Phoenix Place Apartments                                      2                    0
80                  JHREF               9606 Santa Monica Boulevard                                   3                  7.73
81                  MSDWMC              Crestwood Commons                                             2                    0
82                  MSDWMC              Emerald Point Apartments                                      2                    0
83                  MSDWMC              Seneca Square                                                 2                    0
84                  MSDWMC              185 New Park Avenue                                           2                    0
85                  JHREF               Hollywood Video                                               3                  7.73
</TABLE>


<PAGE>

                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I

                                 (JOHN HANCOCK)


<PAGE>

                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II

                                    (MSDWMC)

<PAGE>

                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

                        [Available from Master Servicer]

<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT

<PAGE>

                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

             [Available At CMSA Website version 2.0 dated 11/15/99]

<PAGE>

                                    EXHIBIT O

                                    RESERVED

<PAGE>

                                    EXHIBIT P

                                    RESERVED

<PAGE>

                                    EXHIBIT Q

                                    RESERVED

<PAGE>

                                    EXHIBIT R

                                    RESERVED

<PAGE>

                                   EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
GMAC COMMERCIAL MORTGAGE CORPORATION

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
200 Witmer Road
Horsham, PA 19044

Attention: Managing Director
Commercial Servicing Operations
re:  Commerical Mortgage Pass-Through Certificates Series 2002-HQ

                    Space above this line for Recorder's use
------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY

                                    (SPECIAL)

                  KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK
MINNESOTA, N.A., as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ ("Trustee"), under
that certain Pooling and Servicing Agreement dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer under the Pooling and
Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

                  To perform any and all acts which may be necessary or
appropriate to enable GMAC to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by GMAC of its duties as Master Servicer under the Pooling and
Servicing Agreement, giving and granting unto GMAC full power and authority to
do and perform any and every act necessary, requisite, or proper in connection
with the foregoing and hereby ratifying, approving or confirming all that GMAC
shall lawfully do or cause to be done by virtue hereof.

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of ___________, 2002.

                                  WELLS FARGO BANK MINNESOTA, N.A., as
                                  trustee for Morgan Stanley Dean Witter
                                  Capital I Inc., Commercial Mortgage
                                  Pass-Through Certificates, Series 2002-HQ


                                  By: __________________________________________
                                  Name:_________________________________________
                                  Title: _______________________________________

<PAGE>

--------------------------------------------------------------------------------



                           ALL-PURPOSE ACKNOWLEDGEMENT



                                                )
                                                )
                                                )


    On ____________________________ before me,   _______________________________
                    Date                            Name and Title of Officer
                                                    (i.e., Your Name, Notary
                                                    Public)


personally appeared ____________________________________________________________
                                         Name(s) of Document Signer(s)

________________________________________________________________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.





         --------------------------------------------
                      Signature of Notary




                                           (Affix seal in the above blank space)





--------------------------------------------------------------------------------
<PAGE>

                                  EXHIBIT S-2-1

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
GMAC COMMERCIAL MORTGAGE CORPORATION

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
550 California Street, 12th Floor
San Francisco, CA  94104
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2002-HQ

                    Space above this line for Recorder's use
------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

                  KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK
MINNESOTA, N.A., as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ ("Trustee"), under
that certain Pooling and Servicing Agreement dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and
Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

                  To perform any and all acts which may be necessary or
appropriate to enable GMAC to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by GMAC of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto GMAC full power and authority to
do and perform any and every act necessary, requisite, or proper in connection
with the foregoing and hereby ratifying, approving or confirming all that GMAC
shall lawfully do or cause to be done by virtue hereof.

                                     S-2-1
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of __________, 2002.

                                  WELLS FARGO BANK MINNESOTA, N. A., as trustee
                                  for Morgan Stanley Dean Witter Capital I Inc.,
                                  Commercial Mortgage Pass-Through Certificates,
                                  Series 2002-HQ



                                  By: __________________________________________
                                  Name:_________________________________________
                                  Title: _______________________________________

                                     S-2-2
<PAGE>

--------------------------------------------------------------------------------



                           ALL-PURPOSE ACKNOWLEDGEMENT



                                                 )
                                                 )
                                                 )


         On _______________________ before me,   _______________________________
                         Date                          Name and Title of Officer
                                                       (i.e., Your Name, Notary
                                                       Public)


personally appeared ____________________________________________________________
                                        Name(s) of Document Signer(s)

--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.





         --------------------------------------------
                      Signature of Notary




                                           (Affix seal in the above blank space)




--------------------------------------------------------------------------------
                                     S-2-3
<PAGE>


                                  EXHIBIT S-2-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
PACIFIC LIFE INSURANCE COMPANY

AND WHEN RECORDED MAIL TO:

PACIFIC LIFE INSURANCE COMPANY
[ADDRESS]
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2002-HQ

                    Space above this line for Recorder's use
------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

                  KNOW ALL MEN BY THESE PRESENTS, that WELLS FARGO BANK
MINNESOTA, N.A., as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2002-HQ ("Trustee"), under
that certain Pooling and Servicing Agreement dated as of March 1, 2002 (the
"Pooling and Servicing Agreement"), does hereby nominate, constitute and appoint
PACIFIC LIFE INSURANCE COMPANY, as Special Servicer under the Pooling and
Servicing Agreement ("PLIC"), 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 PLIC to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by PLIC of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto PLIC 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 PLIC
shall lawfully do or cause to be done by virtue hereof.

                                     S-2-1
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of __________, 2002.

                                  WELLS FARGO BANK MINNESOTA, N. A., as trustee
                                  for Morgan Stanley Dean Witter Capital I Inc.,
                                  Commercial Mortgage Pass-Through Certificates,
                                  Series 2002-HQ



                                  By: __________________________________________
                                  Name:_________________________________________
                                  Title: _______________________________________

                                     S-2-2
<PAGE>

--------------------------------------------------------------------------------



                           ALL-PURPOSE ACKNOWLEDGEMENT



                                                 )
                                                 )
                                                 )


         On _______________________ before me,   _______________________________
                         Date                        Name and Title of Officer
                                                     (i.e., Your Name, Notary
                                                     Public)


personally appeared ____________________________________________________________
                                           Name(s) of Document Signer(s)


--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.




         --------------------------------------------
                      Signature of Notary



                                           (Affix seal in the above blank space)




--------------------------------------------------------------------------------
                                     S-2-3
<PAGE>

                                    EXHIBIT T

                 FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

         "Debt Service Coverage Ratios" generally means the ratio of
"Underwritable Cash Flow" estimated to be produced by the related Mortgaged
Property to the annualized amount of debt service payable under that Mortgage
Loan. "Underwritable Cash Flow" in each case is an estimate of stabilized cash
flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a Mortgaged Property (consisting
primarily of rental income) less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses (such as insurance, real
estate taxes and, if applicable, ground lease payments) and (c) capital
expenditures and reserves for capital expenditures, including tenant improvement
costs and leasing commissions. Underwritable Cash Flow generally does not
reflect interest expenses and non-cash items such as depreciation and
amortization. In determining Underwritable Cash Flow for a Mortgaged Property,
the Master Servicer may rely on rent rolls and other generally unaudited
financial information provided by the respective borrowers and may estimate cash
flow taking into account historical financial statements, material changes in
the operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.

<PAGE>

                                    EXHIBIT U

       [Form of Assignment and Assumption Submission to Special Servicer]

            ASSIGNMENT AND ASSUMPTION SUBMISSION TO SPECIAL SERVICER

PRESENT MORTGAGOR:

PROPOSED MORTGAGOR:

PRIMARY SERVICER #:

SPECIAL SERVICER #:

COLLATERAL TYPE:                  (Retail, Industrial, Apartments, Office, etc.)

ADDRESS:                          PROPERTY ADDRESS

                                  CITY, STATE, ZIP CODE

ASSET STATUS:                     As of (date)

    Principal Balance:            $
    Unpaid Accrued Interest:      $
    Unpaid Late Fees/other fees:  $
    Tax Escrow Balance:           $
              a.       Insurance Escrow Balance:          $

    Reserve Escrow Balance:       $
    Monthly (P&I) Payment:        $
    Interest Rate:                %
    Date Principal Paid To:
    Date Interest Paid To:
    Maturity Date:
    Origination Date:

EXECUTIVE SUMMARY:

1.  Summarize the transaction
       a.  note any significant modification of terms of the Loan Documents
           permitting assumption that could result in Adverse REMIC Event
2.  Discuss proposed Mortgagor entity and ownership structure
       a.  include any changes in level of SAE or SPE compliance from existing
           Mortgagor as noted on Asset Summary attached)
3.  How will title be held
4.  Source of cash for down payment

<PAGE>

5.  Briefly describe collateral
       a.  Size, occupancy, primary tenants, location
       b.  Prior year NOI and DSCR and Pro-forma NOI DSCR
6.  Complete the chart below:

The sale terms and property characteristics are summarized as follows:

      -------------------------------------------------------------------
      Purchase price                                        $
      -------------------------------------------------------------------
      Buyer down payment                                    $     (%)
      -------------------------------------------------------------------
      Estimated closing date
      -------------------------------------------------------------------
      1% loan fee split:  JHREF                             40% - $
      -------------------------------------------------------------------
             GMACCM, Master Serv.                           10% - $
      -------------------------------------------------------------------
             GMACCM Special Serv.                           50% - $
      -------------------------------------------------------------------
      Most recent appraised value according to appraisal    $
      in Primary Servicer's possession
      -------------------------------------------------------------------
      Loan-to-value as if initial underwriting              %
      -------------------------------------------------------------------
      Occupancy as of                                       %
      -------------------------------------------------------------------
      12/31/__ NOI                                          $
      -------------------------------------------------------------------
      Debt service coverage as of                           x
      -------------------------------------------------------------------


FINANCIAL CONDITION OF PROPOSED MORTGAGOR/GUARANTOR:

1.  Explain background and experience of the proposed Mortgagor/principals;
    describe any deficiencies in Mortgagor's ability to meet creditworthiness
    and experience requirements of Loan Documents and compare creditworthiness
    and experience of proposed Mortgagor to that of transferring Mortgagor to
    the extent information about transferring Mortgagor is available.
2.  State date of the financial statement, who prepared, if CPA, state the
    opinion rendered, how assets are valued
3.  Highlight Balance sheet and Income statement
     a.  Describe significant assets (e.g. obtain from proposed Mortgagor and
         Guarantor (as applicable) information about how it values its assets)
     b.  Related debt
4.  For public companies that have historical financial information:
     a.  Spread Balance Sheet for minimum of two (2) years (request three (3)
         years, if available)
     b.  Spread and commonsize Income statement for minimum of two (2) years
         (request three (3) years, if available);
5.  Explain results of credit checks, legal searches and banking credit
    references (two required)
6.  If Rating Agency Confirmation is permitted under applicable Loan Documents,
    note if such Confirmation will be sought




                                   Appendix 2

<PAGE>

7.  Describe whether assigning Mortgagor and/or Guarantors will be released from
    its obligations under the Loan Documents [from and after the date of the
    transfer]. If so, describe extent of release and rationale for it.

PROJECT STATUS & DESCRIPTION: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)
1. Describe any current, material issues regarding the operating status of the
   property:
(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)
PROPERTY FINANCIAL SUMMARY: (See attached Income and Expense Statements for
Mortgaged Property and year-to-date operating statements)

NEW ENVIRONMENTAL AND ENGINEERING DEVELOPMENTS (IF ANY) AND STATUS OF ISSUES
IDENTIFIED IN ORIGINAL REPORTS OR LOAN DOCUMENTS AS NEEDING REMEDIATION: (See
attached Asset Summary)

1.  Describe any material issues requiring remediation contained in original
    reports
2.  Describe current status of issue and remediation

ESCROW STATUS:

1.  Explain status of all reserves

PROPERTY MANAGEMENT SUMMARY:

1.  Who is proposed property management firm
2.  Background and Experience

COLLATERAL VALUATION:

1.  Discuss the original appraisal
    A.  Who prepared
    B.  Attach Executive Summary and discussion of approach to value given most
        weight from most recent appraisal in Primary Servicer's possession
2.  Comparison of the following (original to actual property):
    A.  Vacancy
    B.  Rents
    C.  Taxes
    D.  Other Key Expenses

CURRENT MARKET CONDITIONS:

         Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.

RECOMMENDATION:

1.  State recommendation for approval.

2.  Highlight strengths and weaknesses. How are weaknesses mitigated? (bullet
    points are fine)



                                   Appendix 2

<PAGE>



REQUEST FOR SPECIAL SERVICER CONSENT:

Primary Servicer hereby recommends and requests consent of Special Servicer to
the foregoing Assignment and Assumption.




By:
    ---------------------------------------

Title:
      -------------------------------------


Date:
     --------------------------------------



Consent to Assignment & Assumption is given:
GMAC COMMERCIAL MORTGAGE CORPORATION,
acting solely in its capacity as Special Servicer

By:
    ---------------------------------------


Title:
      -------------------------------------


Date:
     --------------------------------------



                                   Appendix 2

<PAGE>

                  SCHEDULE OF EXHIBITS TO ASSUMPTION SUBMISSION

1.  Financial statements of purchasing entity and any guarantors (audited, if
    available)
2.  Financial statement of selling entity only if available
3.  Bank and/or credit references for transferee
4.  Credit report for principal(s) of the proposed borrowing entity.
5.  Most recent Income & Expense Statement for Mortgaged Property and operating
    statement review
6.  Income & Expense Statement for Mortgaged Property for previous two (2) years
    to the extent available
7.  Most recent Property Inspection report
8.  Original Asset Summary for Mortgaged Property
9.  Purchase and Sale Agreement
10. If available from Mortgagor, diagram of proposed ownership structure,
    including percentages of ownership
11. Proposed property management agreement
12. Description and source of equity being used for the purchase, if available
13. Most recent Rent Roll
14. Copy of Promissory Note, Mortgage and any Loan Agreement
15. Other items as required by the description set forth above



                                   Appendix 2
<PAGE>

                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                  Submission Package to the Special Services]


                    ADDITIONAL LIEN, MONETARY ENCUMBRANCE OR
               MEZZANINE FINANCING SUBMISSION TO SPECIAL SERVICER

MORTGAGOR:

MASTER SERVICER LOAN  #:

PRIMARY SERVICER LOAN #:

COLLATERAL TYPE:                  (Retail, Industrial, Apartments, Office, etc.)

ADDRESS OF PROPERTY:

ASSET STATUS                      As of (date):
    Principal Balance:            $
    Unpaid Accrued Interest:      $
    Unpaid Late Fees/other fees:  $
    Tax Escrow Balance:           $
    Insurance Escrow Balance:     $
    Monthly P+I Payment:          $
    Interest Rate:                %
    Date Principal Paid To:
    Date Interest Paid To:
    Origination Date:
    Maturity Date:

EXECUTIVE SUMMARY:

1.  Summarize the transaction
     a.  note deviations from requirements for subordinate/mezzanine financing
         contained in Loan Documents
     b.  if Rating Agency Confirmation is permitted under applicable Loan
         Documents, note if such Confirmation will be sought
2.  State amount and purpose of Lien/Financing
3.  Interest Rate
4.  Amount of Monthly/Periodic Payment (identify if P&I or Interest only)
5.  Identify Subordinate/Mezzanine Lender
     a. provide any information furnished by Mortgagor regarding proposed lender
6.  Collateral pledged or mortgaged as security:
7.  Briefly describe collateral
     a. Size, occupancy, primary tenants, location
     b. NOI and DSCR for prior year and, if available, prior two years and
        Pro-forma NOI DSCR
8.  Complete the chart below:


<PAGE>

The transaction terms and property characteristics are summarized as follows:

     --------------------------------------------------------------------
     Estimated closing date for financing:
     --------------------------------------------------------------------
     Administrative fee to Primary Servicer               $
     --------------------------------------------------------------------
     Additional Fees, if any                              $
     (50%: Special Servicer; 10%: Master
     Servicer; 40%: Primary Servicer
     --------------------------------------------------------------------
     Most recent appraised value according to             $
     appraisal in Primary Servicer's possession
     --------------------------------------------------------------------
     Loan-to-value as of initial underwriting             %
     --------------------------------------------------------------------
     Occupancy as of                                      %
     --------------------------------------------------------------------
     12/31/__ NOI                                         $
     --------------------------------------------------------------------
     Debt service coverage as of                          x
     --------------------------------------------------------------------


PROJECT STATUS & DESCRIPTION: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)

1.  Describe any current, material issues regarding the operating status of the
    property:
(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)

Property Financial Summary: (See attached most recent Income and Expense
Statement for Mortgaged Property and operating statement review)

ESCROW STATUS:
1.  Explain status of all Reserves

COLLATERAL VALUATION:

1.  Discuss the original appraisal
    A.  Who prepared
    B.  Attach Executive Summary and discussion of approach to value given most
        weight from most recent appraisal in Primary Servicer's possession
2.  Comparison of the following (original to actual property):
A.  Vacancy
B.  Rents
C.  Taxes
D.  Other Key Expenses

CURRENT MARKET CONDITIONS:

         Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.


<PAGE>

RECOMMENDATION:

1.  State recommendation for approval.

2.  Highlight strengths and weaknesses. How are weaknesses mitigated? (bullet
    points are fine)


REQUEST FOR SPECIAL SERVICER CONSENT:

Primary Servicer hereby recommends and requests consent of Special Servicer to
the foregoing [Subordinate/Mezzanine] Financing.




By:
    ---------------------------------------

Title:
       ------------------------------------


Date:
      -------------------------------------



Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as
described above is given:
GMAC COMMERCIAL MORTGAGE CORPORATION,
acting solely in its capacity as Special Servicer

By:
    ---------------------------------------


Title:
       ------------------------------------


Date:
      -------------------------------------


<PAGE>

   SCHEDULE OF EXHIBITS TO ADDITIONAL LIEN, MONETARY ENCUMBRANCE OR MEZZANINE
                              FINANCING SUBMISSION

1.  Most recent Income & Expense Statement for property and operating statement
    review
2.  Original Asset Summary for Mortgaged Property
3.  [FOR MEZZANINE FINANCING: If available from Mortgagor, diagram of proposed
    ownership structure, including percentages of ownership]
4.  [FOR SUBORDINATE MORTGAGE: Copy of Subordination/Intercreditor Agreement in
    substantially the form to be executed with subordinate lender]
5.  Copy of Note, Mortgage and any Loan Agreement
6.  Copy of subordinate loan documents in substantially the form to be executed
7.  Most recent Rent Roll.
8.  Other items as required by the description set forth above





<PAGE>

                                    EXHIBIT W

                           RESTRICTED SERVICER REPORTS

             [Available at CMSA Website version 2.0 dated 11/15/99]

<PAGE>

                                    EXHIBIT X

                          UNRESTRICTED SERVICER REPORTS

             [Available at CMSA Website version 2.0 dated 11/15/99]


<PAGE>

                                    EXHIBIT Y

                             [Investor Certificate]



                                            Date:

Wells Fargo Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, Maryland  21703
Attn:    Customer Service
         F: 301-815-6660


Re:  Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2002-HQ

         In accordance with Section 5.4 of the Pooling and Servicing Agreement,
dated as of March 1, 2002 (the "Agreement"), by and among Morgan Stanley Dean
Witter Capital I Inc. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer and as Special Servicer, Pacific Life Insurance Company as
Special Servicer, and Wells Fargo Bank Minnesota, N.A. as Trustee, Paying Agent,
Certificate Registrar and Authenticating Agent (the "Paying Agent"), with
respect to the Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2002-HQ (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 a password pursuant to Section 5.4 of the
     Agreement for access to certain information (the "Information") on the
     Paying Agent's website and/or is requesting the information identified on
     the schedule attached hereto (also, the "Information") pursuant to the
     Agreement.

3.   In consideration of the Paying Agent's disclosure to the undersigned of the
     Information, or the password in connection therewith, the undersigned will
     keep the Information (to the extent it is not publicly available elsewhere)
     confidential (except from such outside persons as are assisting it in
     making an evaluation in connection with purchasing the related
     Certificates, from its accountants and attorneys, and otherwise from such
     governmental or banking authorities or agencies to which the undersigned is
     subject), and such Information will not, without the prior written consent
     of the Paying Agent, be otherwise disclosed by the undersigned or by its
     officers, directors, partners, employees, agents or representatives
     (collectively, the "Representatives") in any manner whatsoever, in whole or
     in part.

4.   The undersigned will not use or disclose the Information in any manner
     which could result in a violation of any provision of the Securities Act of
     1933, as amended (the "Securities Act"), or the Securities Exchange Act of
     1934, as amended, or would require registration of any Certificate pursuant
     to Section 5 of the Securities Act.




                                       G-1

<PAGE>

5.   The undersigned shall be fully liable for any breach of this agreement by
     itself or any of its Representatives and shall indemnify the Depositor, the
     Paying Agent and the Trust Fund for any loss, liability or expense incurred
     thereby with respect to any such breach by the undersigned or any of its
     Representatives.

6.   Capitalized terms used but not defined herein shall have the respective
     meanings assigned thereto in the Agreement.



         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.





                                    --------------------------------------------
                                    Beneficial Owner or Prospective Purchaser

                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------

                                    Company:
                                            ------------------------------------

                                    Phone:
                                          --------------------------------------













                                      G-2

<PAGE>

                                    EXHIBIT Z

           Form of Notice and Certification [begins on following page]

<PAGE>

                                     FORM OF

                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

   FOR LOANS HAVING BALANCE OF (A) $20,000,000 OR LESS, OR (B) LESS THAN 5% OF
                  OUTSTANDING POOL BALANCE, WHICHEVER IS LESS

         To:      [Address]
         Attn:

From:    _____________________________________, in its capacity
         as Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of __________________ (the "Pooling and Servicing Agreement"),
among the Servicer,__________________as Trustee, and others.

Date:    _________, 20___

Re:      _______________________________________.
         Commercial Mortgage Pass-Through Certificates
         Series ___________

         Mortgage Loan (the "Mortgage Loan") identified by loan number _____
         on the Mortgage Loan Schedule attached to the Pooling and Servicing
Agreement and heretofore secured by the Mortgaged Properties identified on the
Mortgage Loan Schedule by the following names:____________________

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement. [NOTE: ALL TERMS IN THIS
CERTIFICATION MUST BE CONFORMED TO TERMS USED IN THE POOLING AND SERVICING
AGREEMENT]

         As Servicer under the Pooling and Servicing Agreement, we hereby:

                 1.              NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A
                           DEFEASANCE OF THE MORTGAGE LOAN PURSUANT TO THE TERMS
                           OF THE MORTGAGE LOAN, OF THE TYPE CHECKED BELOW:

                                    ____    a full defeasance of the payments
                                            scheduled to be due in respect of
                                            the entire Principal Balance of the
                                            Mortgage Loan; or

                                    ____    a partial defeasance of the payments
                                            scheduled to be due in respect of a
                                            portion of the Principal Balance of
                                            the

<PAGE>

                                            Mortgage Loan that represents
                                            ___% of the entire Principal Balance
                                            of the Mortgage Loan and, under the
                                            Mortgage, has an allocated loan
                                            amount of $____________ or _______%
                                            of the entire Principal Balance;

                 2.              CERTIFY THAT EACH OF THE FOLLOWING IS TRUE,
                           SUBJECT TO THOSE EXCEPTIONS SET FORTH WITH
                           EXPLANATORY NOTES ON EXHIBIT A HERETO, WHICH
                           EXCEPTIONS THE SERVICER HAS DETERMINED, CONSISTENT
                           WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                           ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                           TRANSACTION:

                           A.             THE MORTGAGE LOAN DOCUMENTS PERMIT THE
                                    DEFEASANCE, AND THE TERMS AND CONDITIONS FOR
                                    DEFEASANCE SPECIFIED THEREIN WERE SATISFIED
                                    IN ALL MATERIAL RESPECTS IN COMPLETING THE
                                    DEFEASANCE.

                           B.             THE DEFEASANCE WAS CONSUMMATED ON
                                    _________, 20__.

                           C.             THE DEFEASANCE COLLATERAL CONSISTS OF
                                    SECURITIES THAT (I) CONSTITUTE "GOVERNMENT
                                    SECURITIES" AS DEFINED IN SECTION 2(A)(16)
                                    OF THE INVESTMENT COMPANY ACT OF 1940 AS
                                    AMENDED (15 U.S.C. 80A-1), (II) ARE LISTED
                                    AS "QUALIFIED INVESTMENTS FOR `AAA'
                                    FINANCINGS" UNDER PARAGRAPHS 1, 2 OR 3 OF
                                    "CASH FLOW APPROACH" IN STANDARD & POOR'S
                                    PUBLIC FINANCE CRITERIA 2000, AS AMENDED TO
                                    THE DATE OF THE DEFEASANCE, (III) ARE RATED
                                    `AAA' BY STANDARD & POOR'S, (IV) IF THEY
                                    INCLUDE A PRINCIPAL OBLIGATION, THE
                                    PRINCIPAL DUE AT MATURITY CANNOT VARY OR
                                    CHANGE, AND (V) ARE NOT SUBJECT TO
                                    PREPAYMENT, CALL OR EARLY REDEMPTION. SUCH
                                    SECURITIES HAVE THE CHARACTERISTICS SET
                                    FORTH BELOW:

                                            CUSIP RATE MAT PAY DATES ISSUED

<PAGE>

                           D.             THE SERVICER RECEIVED AN OPINION OF
                                    COUNSEL (FROM COUNSEL APPROVED BY SERVICER
                                    IN ACCORDANCE WITH THE SERVICING STANDARD)
                                    THAT THE DEFEASANCE WILL NOT RESULT IN AN
                                    ADVERSE REMIC EVENT.

                           E.             THE SERVICER DETERMINED THAT THE
                                    DEFEASANCE COLLATERAL WILL BE OWNED BY AN
                                    ENTITY (THE "DEFEASANCE OBLIGOR") AS TO
                                    WHICH ONE OF THE STATEMENTS CHECKED BELOW IS
                                    TRUE:

                                    ____    the related Mortgagor was a
                                            Single-Purpose Entity (as defined in
                                            Standard & Poor's Structured Finance
                                            Ratings Real Estate Finance
                                            Criteria, as amended to the date of
                                            the defeasance (the "S&P Criteria"))
                                            as of the date of the defeasance,
                                            and after the defeasance owns no
                                            assets other than the defeasance
                                            collateral and real property
                                            securing Mortgage Loans included in
                                            the pool.

                                    ____    the related Mortgagor designated a
                                            Single-Purpose Entity (as defined
                                            in the S&P Criteria) to own the
                                            defeasance collateral; or

                                    ____    the Servicer designated a
                                            Single-Purpose Entity (as defined in
                                            the S&P Criteria) established for
                                            the benefit of the Trust to own the
                                            defeasance collateral.

<PAGE>

                           F.             THE SERVICER RECEIVED A BROKER OR
                                    SIMILAR CONFIRMATION OF THE CREDIT, OR THE
                                    ACCOUNTANT'S LETTER DESCRIBED BELOW
                                    CONTAINED STATEMENTS THAT IT REVIEWED A
                                    BROKER OR SIMILAR CONFIRMATION OF THE
                                    CREDIT, OF THE DEFEASANCE COLLATERAL TO AN
                                    ELIGIBLE ACCOUNT (AS DEFINED IN THE S&P
                                    CRITERIA) IN THE NAME OF THE DEFEASANCE
                                    OBLIGOR, WHICH ACCOUNT IS MAINTAINED AS A
                                    SECURITIES ACCOUNT BY THE TRUSTEE ACTING AS
                                    A SECURITIES INTERMEDIARY.

                           G.             AS SECURITIES INTERMEDIARY, TRUSTEE IS
                                    OBLIGATED TO MAKE THE SCHEDULED PAYMENTS ON
                                    THE MORTGAGE LOAN FROM THE PROCEEDS OF THE
                                    DEFEASANCE COLLATERAL DIRECTLY TO THE
                                    SERVICER'S COLLECTION ACCOUNT IN THE AMOUNTS
                                    AND ON THE DATES SPECIFIED IN THE MORTGAGE
                                    LOAN DOCUMENTS OR, IN A PARTIAL DEFEASANCE,
                                    THE PORTION OF SUCH SCHEDULED PAYMENTS
                                    ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR
                                    THE REAL PROPERTY DEFEASED, INCREASED BY ANY
                                    DEFEASANCE PREMIUM SPECIFIED IN THE MORTGAGE
                                    LOAN DOCUMENTS (THE "SCHEDULED PAYMENTS").

<PAGE>

                           H.             THE SERVICER RECEIVED FROM THE
                                    MORTGAGOR WRITTEN CONFIRMATION FROM A FIRM
                                    OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
                                    WHO WERE APPROVED BY SERVICER IN ACCORDANCE
                                    WITH THE SERVICING STANDARD, STATING THAT
                                    (I) REVENUES FROM PRINCIPAL AND INTEREST
                                    PAYMENTS MADE ON THE DEFEASANCE COLLATERAL
                                    (WITHOUT TAKING INTO ACCOUNT ANY EARNINGS ON
                                    REINVESTMENT OF SUCH REVENUES) WILL BE
                                    SUFFICIENT TO TIMELY PAY EACH OF THE
                                    SCHEDULED PAYMENTS AFTER THE DEFEASANCE
                                    INCLUDING THE PAYMENT IN FULL OF THE
                                    MORTGAGE LOAN (OR THE ALLOCATED PORTION
                                    THEREOF IN CONNECTION WITH A PARTIAL
                                    DEFEASANCE) ON ITS MATURITY DATE (OR, IN THE
                                    CASE OF AN ARD LOAN, ON ITS ANTICIPATED
                                    REPAYMENT DATE), (II) THE REVENUES RECEIVED
                                    IN ANY MONTH FROM THE DEFEASANCE COLLATERAL
                                    WILL BE APPLIED TO MAKE SCHEDULED PAYMENTS
                                    WITHIN FOUR (4) MONTHS AFTER THE DATE OF
                                    RECEIPT, AND (III) INTEREST INCOME FROM THE
                                    DEFEASANCE COLLATERAL TO THE DEFEASANCE
                                    OBLIGOR IN ANY CALENDAR OR FISCAL YEAR WILL
                                    NOT EXCEED SUCH DEFEASANCE OBLIGOR'S
                                    INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR
                                    THE ALLOCATED PORTION THEREOF IN A PARTIAL
                                    DEFEASANCE) FOR SUCH YEAR.

                           I.             THE SERVICER RECEIVED OPINIONS FROM
                                    COUNSEL, WHO WERE APPROVED BY SERVICER IN
                                    ACCORDANCE WITH THE SERVICING STANDARD, THAT
                                    (I) THE AGREEMENTS EXECUTED BY THE MORTGAGOR
                                    AND/OR THE DEFEASANCE OBLIGOR IN CONNECTION
                                    WITH THE DEFEASANCE ARE ENFORCEABLE AGAINST
                                    THEM IN ACCORDANCE WITH THEIR TERMS, AND
                                    (II) THE TRUSTEE WILL HAVE A PERFECTED,
                                    FIRST PRIORITY SECURITY INTEREST IN THE
                                    DEFEASANCE COLLATERAL DESCRIBED ABOVE.

<PAGE>

                           J.             THE AGREEMENTS EXECUTED IN CONNECTION
                                    WITH THE DEFEASANCE (I) PERMIT REINVESTMENT
                                    OF PROCEEDS OF THE DEFEASANCE COLLATERAL
                                    ONLY IN PERMITTED INVESTMENTS (AS DEFINED IN
                                    THE S&P CRITERIA), (II) PERMIT RELEASE OF
                                    SURPLUS DEFEASANCE COLLATERAL AND EARNINGS
                                    ON REINVESTMENT TO THE DEFEASANCE OBLIGOR OR
                                    THE MORTGAGOR ONLY AFTER THE MORTGAGE LOAN
                                    HAS BEEN PAID IN FULL, IF ANY SUCH RELEASE
                                    IS PERMITTED, (III) PROHIBIT ANY SUBORDINATE
                                    LIENS AGAINST THE DEFEASANCE COLLATERAL, AND
                                    (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER
                                    THAN THE DEFEASANCE COLLATERAL OR OTHER
                                    ASSETS OF THE DEFEASANCE OBLIGOR OF ALL FEES
                                    AND EXPENSES OF THE SECURITIES INTERMEDIARY
                                    FOR ADMINISTERING THE DEFEASANCE AND THE
                                    SECURITIES ACCOUNT AND ALL FEES AND EXPENSES
                                    OF MAINTAINING THE EXISTENCE OF THE
                                    DEFEASANCE OBLIGOR.

                           K.             THE ENTIRE PRINCIPAL BALANCE OF THE
                                    MORTGAGE LOAN AS OF THE DATE OF DEFEASANCE
                                    WAS $___________ [$5,000,000 OR LESS OR LESS
                                    THAN ONE PERCENT OF POOL BALANCE, WHICHEVER
                                    IS LESS] WHICH IS LESS THAN 1% OF THE
                                    AGGREGATE CERTIFICATE BALANCE OF THE
                                    CERTIFICATES AS OF THE DATE OF THE MOST
                                    RECENT PAYING AGENT'S MONTHLY
                                    CERTIFICATEHOLDER REPORT RECEIVED BY US (THE
                                    "CURRENT REPORT").

                           L.             THE DEFEASANCE DESCRIBED HEREIN,
                                    TOGETHER WITH ALL PRIOR AND SIMULTANEOUS
                                    DEFEASANCES OF MORTGAGE LOANS, BRINGS THE
                                    TOTAL OF ALL FULLY AND PARTIALLY DEFEASED
                                    MORTGAGE LOANS TO $__________________, WHICH
                                    IS ______% OF THE AGGREGATE CERTIFICATE
                                    BALANCE OF THE CERTIFICATES AS OF THE DATE
                                    OF THE CURRENT REPORT.

                 3.              CERTIFY THAT, IN ADDITION TO THE FOREGOING,
                           SERVICER HAS IMPOSED SUCH ADDITIONAL CONDITIONS TO
                           THE DEFEASANCE, SUBJECT TO THE LIMITATIONS IMPOSED BY
                           THE MORTGAGE LOAN DOCUMENTS, AS ARE CONSISTENT WITH
                           THE SERVICING STANDARD.

<PAGE>

                 4.              CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE
                           MATERIAL AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL
                           DOCUMENTS FOR THE DEFEASANCE OBLIGOR, AND OPINIONS OF
                           COUNSEL AND INDEPENDENT ACCOUNTANTS EXECUTED AND
                           DELIVERED IN CONNECTION WITH THE DEFEASANCE DESCRIBED
                           ABOVE AND THAT ORIGINALS OR COPIES OF SUCH
                           AGREEMENTS, INSTRUMENTS AND OPINIONS HAVE BEEN
                           TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE
                           RELATED MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED
                           TO BE PART OF THE RELATED MORTGAGE FILE, ARE IN THE
                           POSSESSION OF THE SERVICER AS PART OF THE SERVICER'S
                           MORTGAGE FILE.

                 5.              CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND
                           CERTIFICATIONS DESCRIBED ABOVE WERE RENDERED IN
                           ACCORDANCE WITH THE SERVICING STANDARD SET FORTH IN,
                           AND THE OTHER APPLICABLE TERMS AND CONDITIONS OF, THE
                           POOLING AND SERVICING AGREEMENT.

                 6.              CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND
                           THE SERVICER HAS CAUSED THIS NOTICE AND CERTIFICATION
                           TO BE EXECUTED DID CONSTITUTE A SERVICING OFFICER AS
                           OF THE DATE OF THE DEFEASANCE DESCRIBED ABOVE.

                 7.              AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN
                           EXHIBIT B TO YOU UPON REQUEST.

         IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                          SERVICER:_____________________________


                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   EXHIBIT AA

               Form of Master Servicer Primary Servicing Agreement
                                     (GMAC)

                            [Available Upon Request]

<PAGE>

                                   SCHEDULE I

                     JOHN HANCOCK REAL ESTATE FINANCE, INC.
                                  LOAN SCHEDULE


MSDWCI 2002-HQ MORTGAGE LOAN SCHEDULE
JOHN HANCOCK LOANS

<TABLE>
<CAPTION>

                                                     AGGREGATE                                                          ORIG.
 LOAN                                                 CUT-OFF    MORTGAGE   MONTHLY      NOTE    ORIG. TERM  REM. TERM  AMORT.
  NO. SELLER PROPERTY NAME                         DATE BALANCE    RATE     PAYMENT      DATE       (MOS)      (MOS)    (MOS)
-------------------------------------------------------------------------------------------------------------------------------
 <S> <C>    <C>                                    <C>           <C>    <C>          <C>            <C>        <C>      <C>
  21  JHREF  Armstrong Corporate Park 2 & 4         $16,359,337   6.980% $108,889.41  11/07/2001     120        117      360
  24  JHREF  Sunset Plaza                           $10,926,805   7.030%  $73,405.04  06/27/2001      84         76      360
  31  JHREF  US Bank Retail Banking Facility         $9,978,194   6.770%  $67,289.16  12/21/2001      84         82      324
  37  JHREF  200 W. Randolph Parking Garage          $8,444,414   7.880%  $64,930.12  08/29/2001     120        114      300
  38  JHREF  Desert Sky Apartments                   $7,776,569   7.000%  $53,889.50  07/29/1998     120         77      360
  42  JHREF  Solana Beach Business Center            $6,484,570   7.200%  $44,121.23  11/09/2001     120        117      360
  44  JHREF  San Mateo Business Center               $6,131,970   6.850%  $45,320.55  10/26/1998      84         44      300
  45  JHREF  La Ciel Apartment Complex               $6,094,686   6.690%  $39,321.50  01/15/2002     120        119      360
  46  JHREF  Westgate Atrium                         $5,989,639   6.750%  $38,915.89  12/28/2001      84         82      360
  47  JHREF  Shaler Apartments                       $5,965,784   8.125%  $50,707.00  10/28/1996     120         56      300
  49  JHREF  Bluebonnet Centre                       $5,388,486   6.900%  $36,790.70  11/30/2001      96         94      324
  57  JHREF  Skylark Apartments                      $4,854,921   7.000%  $44,492.00  08/24/2001      60         54      180
  58  JHREF  Sportmart Plaza                         $4,825,737   7.060%  $33,399.91  10/19/1998     132         92      360
  59  JHREF  Wilshire Beverly Hills Medical Center   $4,755,827   8.375%  $40,637.87  06/12/1997     120         64      300
  60  JHREF  Payne Industrial Park                   $4,541,693   7.200%  $30,901.83  11/09/2001     120        117      360
  61  JHREF  CarQuest Distribution Facility          $4,393,142   7.270%  $30,075.47  12/17/2001     120        118      360
  65  JHREF  1111 Chapala Street                     $4,082,762   7.610%  $28,977.25  08/31/2001     120        114      360
  67  JHREF  Taft Corners                            $3,936,644   7.190%  $33,830.02  10/14/1998     180        140      240
  68  JHREF  Kearny Mesa Commerce Center             $3,920,671   7.200%  $26,676.38  11/09/2001     120        117      360
  70  JHREF  Sportmart Plaza                         $3,779,819   7.360%  $26,896.47  10/19/1998     144        104      360
  73  JHREF  Greenleaf Square                        $3,200,000   7.380%  $22,112.51  09/20/2001     120        115      360
  74  JHREF  Sportmart Plaza                         $2,935,092   7.060%  $20,314.38  10/19/1998     120         80      360
  75  JHREF  ASA Building                            $2,902,838   7.240%  $20,444.94  09/21/1998     120         79      360
  76  JHREF  Oak Valley Apartments                   $2,538,369   7.230%  $17,360.92  08/23/2001     120        114      360
  77  JHREF  280 Newport Center Drive                $2,473,928   7.340%  $17,104.04  08/21/2001     120        114      360
  78  JHREF  Pinery Woods Apartments                 $2,289,510   7.230%  $15,658.87  08/23/2001     120        114      360
  80  JHREF  9606 Santa Monica Boulevard             $2,029,236   7.060%  $14,056.08  09/11/1998     120         79      360
  85  JHREF  Hollywood Video                           $904,221   7.060%   $6,258.30  10/19/1998     120         80      360

             TOTAL:                              $1,117,792,180
</TABLE>


<TABLE>
<CAPTION>

                                                                           PREPAYMENT DESCRIPTION
LOAN                                                        LOCKOUT                                                YM    ADMIN. COST
 NO. SELLER PROPERTY NAME                         SEASONING  PERIOD  DEF  YM2  YM1.75  YM1.5  YM1.25  YM1  OPEN  FORMULA  RATE (BPS)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>    <C>                                      <C>       <C>   <C>  <C>  <C>     <C>    <C>     <C>   <C>     <C>     <C>
 21  JHREF  Armstrong Corporate Park 2 & 4            3        60                                     57    3       A       14.00
 24  JHREF  Sunset Plaza                              8        48                                     33    3       A       14.00
 31  JHREF  US Bank Retail Banking Facility           2        36                                     45    3       A       14.00
 37  JHREF  200 W. Randolph Parking Garage            6        60                                     57    3       A       14.00
 38  JHREF  Desert Sky Apartments                    43        60                                     57    3       B       14.00
 42  JHREF  Solana Beach Business Center              3        60                                     57    3       A       14.00
 44  JHREF  San Mateo Business Center                40        36                                     45    3       C       14.00
 45  JHREF  La Ciel Apartment Complex                 1        60                                     57    3       A       14.00
 46  JHREF  Westgate Atrium                           2        36                                     45    3       A       14.00
 47  JHREF  Shaler Apartments                        64        60                                     55    5       E       14.00
 49  JHREF  Bluebonnet Centre                         2        48                                     45    3       A       14.00
 57  JHREF  Skylark Apartments                        6        36                                     21    3       F       14.00
 58  JHREF  Sportmart Plaza                          40        64                                          13               14.00
 59  JHREF  Wilshire Beverly Hills Medical Center    56        60                                     57    3       D       14.00
 60  JHREF  Payne Industrial Park                     3        60                                     57    3       A       14.00
 61  JHREF  CarQuest Distribution Facility            2        60                                     57    3       A       14.00
 65  JHREF  1111 Chapala Street                       6        48                                     69    3       A       14.00
 67  JHREF  Taft Corners                             40        35                                    142    3       G       14.00
 68  JHREF  Kearny Mesa Commerce Center               3        60                                     57    3       A       14.00
 70  JHREF  Sportmart Plaza                          40        64                                           5               14.00
 73  JHREF  Greenleaf Square                          5        60                                     57    3       A       14.00
 74  JHREF  Sportmart Plaza                          40        64                                           5               14.00
 75  JHREF  ASA Building                             41        60                                     57    3       A       14.00
 76  JHREF  Oak Valley Apartments                     6        60                                     57    3       A       14.00
 77  JHREF  280 Newport Center Drive                  6        60                                     57    3       A       14.00
 78  JHREF  Pinery Woods Apartments                   6        60                                     57    3       A       14.00
 80  JHREF  9606 Santa Monica Boulevard              41        60                                     57    3       A       14.00
 85  JHREF  Hollywood Video                          40        64                                           5               14.00
</TABLE>


<TABLE>
<CAPTION>

                                                   ----------------------------------------------------------------------------
                                                                                                       SUBSERVICER
                                                     MASTER    PRIMARY  MASTER EXCESS  PRIMARY EXCESS    PRIMARY     TRUSTEE
 LOAN                                               SERV. FEE SERV. FEE   SERV. FEE      SERV. FEE      SERV. FEE      FEE
  NO. SELLER PROPERTY NAME                         RATE (BPS) RATE (BPS)  RATE (BPS)     RATE (BPS)     RATE (BPS)  RATE (BPS)
-------------------------------------------------------------------------------------------------------------------------------
 <S> <C>    <C>                                      <C>        <C>         <C>            <C>            <C>         <C>
  21  JHREF  Armstrong Corporate Park 2 & 4           2.00       1.00        3.00           7.73           0.00        0.27
  24  JHREF  Sunset Plaza                             2.00       1.00        3.00           7.73           0.00        0.27
  31  JHREF  US Bank Retail Banking Facility          2.00       1.00        3.00           7.73           0.00        0.27
  37  JHREF  200 W. Randolph Parking Garage           2.00       1.00        3.00           7.73           0.00        0.27
  38  JHREF  Desert Sky Apartments                    2.00       1.00        3.00           7.73           0.00        0.27
  42  JHREF  Solana Beach Business Center             2.00       1.00        3.00           7.73           0.00        0.27
  44  JHREF  San Mateo Business Center                2.00       1.00        3.00           7.73           0.00        0.27
  45  JHREF  La Ciel Apartment Complex                2.00       1.00        3.00           7.73           0.00        0.27
  46  JHREF  Westgate Atrium                          2.00       1.00        3.00           7.73           0.00        0.27
  47  JHREF  Shaler Apartments                        2.00       1.00        3.00           7.73           0.00        0.27
  49  JHREF  Bluebonnet Centre                        2.00       1.00        3.00           7.73           0.00        0.27
  57  JHREF  Skylark Apartments                       2.00       1.00        3.00           7.73           0.00        0.27
  58  JHREF  Sportmart Plaza                          2.00       1.00        3.00           7.73           0.00        0.27
  59  JHREF  Wilshire Beverly Hills Medical Center    2.00       1.00        3.00           7.73           0.00        0.27
  60  JHREF  Payne Industrial Park                    2.00       1.00        3.00           7.73           0.00        0.27
  61  JHREF  CarQuest Distribution Facility           2.00       1.00        3.00           7.73           0.00        0.27
  65  JHREF  1111 Chapala Street                      2.00       1.00        3.00           7.73           0.00        0.27
  67  JHREF  Taft Corners                             2.00       1.00        3.00           7.73           0.00        0.27
  68  JHREF  Kearny Mesa Commerce Center              2.00       1.00        3.00           7.73           0.00        0.27
  70  JHREF  Sportmart Plaza                          2.00       1.00        3.00           7.73           0.00        0.27
  73  JHREF  Greenleaf Square                         2.00       1.00        3.00           7.73           0.00        0.27
  74  JHREF  Sportmart Plaza                          2.00       1.00        3.00           7.73           0.00        0.27
  75  JHREF  ASA Building                             2.00       1.00        3.00           7.73           0.00        0.27
  76  JHREF  Oak Valley Apartments                    2.00       1.00        3.00           7.73           0.00        0.27
  77  JHREF  280 Newport Center Drive                 2.00       1.00        3.00           7.73           0.00        0.27
  78  JHREF  Pinery Woods Apartments                  2.00       1.00        3.00           7.73           0.00        0.27
  80  JHREF  9606 Santa Monica Boulevard              2.00       1.00        3.00           7.73           0.00        0.27
  85  JHREF  Hollywood Video                          2.00       1.00        3.00           7.73           0.00        0.27
</TABLE>


<PAGE>


                                   SCHEDULE II

                MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
                                  LOAN SCHEDULE


MSDWCI 2002-HQ MORTGAGE LOAN SCHEDULE
MORGAN STANLEY LOANS


<TABLE>
<CAPTION>

                                                                           AGGREGATE
 LOAN                                                                      CUT-OFF      MORTGAGE    MONTHLY       NOTE    ORIG. TERM
  NO.   SELLER  PROPERTY NAME                                            DATE BALANCE     RATE      PAYMENT       DATE      (MOS)
------------------------------------------------------------------------------------------------------------------------------------
 <S>   <C>     <C>                                                      <C>             <C>      <C>          <C>           <C>
   1    MSDWMC  Woodfield Mall                                           $130,000,000    6.993%   $864,238.54  03/12/2002    120
   2    MSDWMC  Butera Properties - 1750 Old Meadow Road                  $25,400,384    7.450%   $178,095.42  03/30/2001    120
   3    MSDWMC  Butera Properties - Wedgewood II                          $17,333,405    7.560%   $122,660.33  05/15/2001    120
   4    MSDWMC  Butera Properties - 303 International Circle              $14,719,480    7.560%   $104,162.82  05/15/2001    120
   5    MSDWMC  Butera Properties - 444 North Frederick Avenue             $6,311,459    7.590%    $44,792.11  05/15/2001    120
   6    MSDWMC  Butera Properties - Patapsco Industrial Park Buildings     $5,069,046    7.590%    $35,974.77  05/15/2001    120
   7    MSDWMC  Marina Village                                            $58,642,278    7.750%   $516,838.39  03/28/1997    120
   8    MSDWMC  Coronado Center Mall                                      $55,390,993    8.125%   $434,125.00  09/30/1993    120
   9    MSDWMC  CBL Portfolio - Willowbrook Plaza                         $30,664,538    7.540%   $215,500.36  01/28/2002    120
  10    MSDWMC  CBL Portfolio - Massard Crossing                           $5,993,069    7.540%    $42,117.33  01/28/2002    120
  11    MSDWMC  CBL Portfolio - Pemberton Plaza                            $2,047,632    7.540%    $14,390.09  01/28/2002    120
  12    MSDWMC  Oasis Bel Air Apartments                                  $10,553,260    8.125%    $91,328.32  12/29/1995    120
  13    MSDWMC  The Park at Centennial Apartments                          $9,840,202    8.125%    $85,157.48  12/29/1995    120
  14    MSDWMC  Oasis Pointe Apartments                                    $8,984,534    8.125%    $77,752.49  12/29/1995    120
  15    MSDWMC  Oasis Canyon Apartments                                    $7,130,581    8.125%    $61,708.32  12/29/1995    120
  16    MSDWMC  Encino Financial                                          $28,542,843    8.030%   $226,183.09  05/22/2000    120
  17    MSDWMC  Denver West Village                                       $23,971,158    8.150%   $179,425.89  10/01/2001    120
  18    MSDWMC  Oasis Del Mar Apartments                                  $19,924,853    8.460%   $176,557.33  12/29/1995     84
  19    MSDWMC  Samaritan Medical Center                                  $19,876,481    7.260%   $135,888.08  01/30/2002    120
  20    MSDWMC  Enterprise Center                                         $18,476,389    8.030%   $137,237.33  11/21/2000    120
  22    MSDWMC  One Burlington Avenue                                     $13,948,237    7.300%    $95,979.93  09/21/2001    120
  23    MSDWMC  Flextronics International Building                        $11,259,915    7.490%    $78,933.88  09/26/2001    120
  25    MSDWMC  Davie Self Storage                                         $3,852,586    7.780%    $29,418.05  06/28/2001    120
  26    MSDWMC  Armored Mini Storage & Panorama Self Storage               $3,010,980    7.780%    $22,991.61  06/28/2001    120
  27    MSDWMC  Armored Self Storage - West Phoenix                        $2,052,941    7.780%    $15,676.10  06/28/2001    120
  28    MSDWMC  Armored Self Storage - North Phoenix                       $1,472,167    7.780%    $11,241.35  06/28/2001    120
  29    MSDWMC  18th Street Atrium Office Building                        $10,149,409    7.410%    $70,692.34  07/12/2001    120
  30    MSDWMC  Oak Grove Shoppes                                         $10,148,214    7.770%    $73,215.07  06/29/2001    120
  32    MSDWMC  Parkway Center & Village                                   $9,977,594    7.490%    $69,852.99  11/05/2001    120
  33    MSDWMC  Alicia Valencia Plaza                                      $8,998,590    7.500%    $63,191.51  08/06/2001    120
  34    MSDWMC  Mountain View Corporate Center                             $8,600,000    7.240%    $58,608.84  02/15/2002    120
  35    MSDWMC  Westgate Shopping Center                                   $8,499,434    7.310%    $58,743.05  04/20/2001    120
  36    MSDWMC  Mountain Valley Center                                     $8,470,400    8.250%    $63,841.65  10/01/2001    121
  39    MSDWMC  Food Lion - Mount Airy Shopping Center                     $6,159,952    7.690%    $44,160.77  04/30/2001    120
  40    MSDWMC  Persistence Industrial                                     $1,530,530    7.890%    $11,182.12  04/30/2001    120
  41    MSDWMC  C & S Montgomery Warehouse                                 $7,359,160    8.070%   $107,531.83  10/15/1999     60
  43    MSDWMC  Interstate Business Park                                   $6,405,640    7.370%    $47,120.86  08/31/2001    120
  48    MSDWMC  The Towneship at Clifton                                   $5,862,647    7.580%    $41,534.87  06/29/2001    120
  50    MSDWMC  The Offices at Grapevine                                   $5,344,948    7.250%    $36,598.76  09/27/2001    120
  51    MSDWMC  The Cableview Building                                     $5,172,009    8.100%    $38,370.73  12/11/2001    120
  52    MSDWMC  Ashford Center                                             $5,147,161    7.380%    $35,725.52  08/15/2001    120
  53    MSDWMC  Torrance Medical Arts Center                               $5,081,750    7.450%    $35,485.49  09/12/2001    120
  54    MSDWMC  Copeland Tower                                             $4,994,178    7.440%    $34,755.53  01/31/2002     60
  55    MSDWMC  Anaheim Hills                                              $4,989,269    7.625%    $35,354.30  01/18/2002     60
  56    MSDWMC  Southwick Office Building I                                $4,933,646    7.000%    $32,932.47  10/26/2001    120
  62    MSDWMC  Oaks Medical Center                                        $4,329,293    7.590%    $30,684.00  07/16/2001    120
  63    MSDWMC  Lamar Village Shopping Center                              $4,293,312    7.510%    $31,804.60  01/10/2002    120
  64    MSDWMC  Pine Woods Apartments                                      $4,139,751    7.000%    $27,610.05  11/07/2001    120
  66    MSDWMC  Fieldstone Apartments                                      $4,075,153    7.770%    $29,422.41  06/01/2001    120
  69    MSDWMC  Geneva Fargo Center                                        $3,820,599    7.590%    $26,981.07  01/25/2002    120
  71    MSDWMC  Hampton Professional Park                                  $3,741,151    7.230%    $25,530.76  11/20/2001    120
  72    MSDWMC  Montclair Business Park                                    $3,644,013    7.710%    $26,048.23  12/26/2001    120
  79    MSDWMC  Phoenix Place Apartments                                   $2,188,713    7.260%    $15,022.80  07/20/2001    120
  81    MSDWMC  Crestwood Commons                                          $1,897,780    7.400%    $13,155.22  01/17/2002    120
  82    MSDWMC  Emerald Point Apartments                                   $1,492,390    7.310%    $10,293.76  07/20/2001    120
  83    MSDWMC  Seneca Square                                              $1,120,992    7.470%     $7,843.07  09/18/2001    120
  84    MSDWMC  185 New Park Avenue                                        $1,003,153    8.440%     $7,799.59  09/09/1999    120

                TOTAL:                                                 $1,117,792,180
</TABLE>


<TABLE>
<CAPTION>

                                                                                ORIG.                                  PREPAYMENT
LOAN                                                                 REM. TERM  AMORT.             LOCKOUT             DESCRIPTION
 NO. SELLER  PROPERTY NAME                                             (MOS)    (MOS)   SEASONING   PERIOD  DEF  YM2  YM1.75  YM1.5
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C>     <C>                                                        <C>      <C>        <C>       <C>   <C>  <C>    <C>    <C>
  1  MSDWMC  Woodfield Mall                                             120      360        0         24    93
  2  MSDWMC  Butera Properties - 1750 Old Meadow Road                   109      360       11         35    81
  3  MSDWMC  Butera Properties - Wedgewood II                           111      360        9         33    83
  4  MSDWMC  Butera Properties - 303 International Circle               111      360        9         33    83
  5  MSDWMC  Butera Properties - 444 North Frederick Avenue             111      360        9         33    83
  6  MSDWMC  Butera Properties - Patapsco Industrial Park Buildings     111      360        9         33    83
  7  MSDWMC  Marina Village                                              61      264       59         59
  8  MSDWMC  Coronado Center Mall                                        19      337      101         60         12     12     12
  9  MSDWMC  CBL Portfolio - Willowbrook Plaza                          119      360        1         25    91
 10  MSDWMC  CBL Portfolio - Massard Crossing                           119      360        1         25    91
 11  MSDWMC  CBL Portfolio - Pemberton Plaza                            119      360        1         25    91
 12  MSDWMC  Oasis Bel Air Apartments                                    46      300       74         35
 13  MSDWMC  The Park at Centennial Apartments                           46      300       74         35
 14  MSDWMC  Oasis Pointe Apartments                                     46      300       74         35
 15  MSDWMC  Oasis Canyon Apartments                                     46      300       74         35
 16  MSDWMC  Encino Financial                                            99      300       21         59
 17  MSDWMC  Denver West Village                                        115      356        5         29    87
 18  MSDWMC  Oasis Del Mar Apartments                                    10      300       74         47         33
 19  MSDWMC  Samaritan Medical Center                                   119      360        1         25    91
 20  MSDWMC  Enterprise Center                                          105      360       15         39    77
 22  MSDWMC  One Burlington Avenue                                      115      360        5         29    87
 23  MSDWMC  Flextronics International Building                         115      360        5         29    87
 25  MSDWMC  Davie Self Storage                                         112      300        8         32    81
 26  MSDWMC  Armored Mini Storage & Panorama Self Storage               112      300        8         32    81
 27  MSDWMC  Armored Self Storage - West Phoenix                        112      300        8         32    81
 28  MSDWMC  Armored Self Storage - North Phoenix                       112      300        8         32    81
 29  MSDWMC  18th Street Atrium Office Building                         113      360        7         31    85
 30  MSDWMC  Oak Grove Shoppes                                          112      360        8         32    84
 32  MSDWMC  Parkway Center & Village                                   117      360        3         27    89
 33  MSDWMC  Alicia Valencia Plaza                                      114      360        6         30    86
 34  MSDWMC  Mountain View Corporate Center                             120      360        0         24    92
 35  MSDWMC  Westgate Shopping Center                                   110      360       10         34    82
 36  MSDWMC  Mountain Valley Center                                     116      360        5         29    88
 39  MSDWMC  Food Lion - Mount Airy Shopping Center                     110      360       10         34
 40  MSDWMC  Persistence Industrial                                     110      360       10         34
 41  MSDWMC  C & S Montgomery Warehouse                                  32      120       28         23
 43  MSDWMC  Interstate Business Park                                   114      300        6         30
 48  MSDWMC  The Towneship at Clifton                                   112      360        8         32
 50  MSDWMC  The Offices at Grapevine                                   115      360        5         29
 51  MSDWMC  The Cableview Building                                     118      360        2         26
 52  MSDWMC  Ashford Center                                             114      360        6         30
 53  MSDWMC  Torrance Medical Arts Center                               115      360        5         29
 54  MSDWMC  Copeland Tower                                              59      360        1         25
 55  MSDWMC  Anaheim Hills                                               59      360        1         25
 56  MSDWMC  Southwick Office Building I                                116      360        4         28
 62  MSDWMC  Oaks Medical Center                                        113      360        7         31
 63  MSDWMC  Lamar Village Shopping Center                              119      300        1         25
 64  MSDWMC  Pine Woods Apartments                                      117      360        3         27
 66  MSDWMC  Fieldstone Apartments                                      111      360        9         33
 69  MSDWMC  Geneva Fargo Center                                        119      360        1         25
 71  MSDWMC  Hampton Professional Park                                  117      360        3         27
 72  MSDWMC  Montclair Business Park                                    118      360        2         26
 79  MSDWMC  Phoenix Place Apartments                                   113      360        7         31
 81  MSDWMC  Crestwood Commons                                          119      360        1         25
 82  MSDWMC  Emerald Point Apartments                                   113      360        7         31
 83  MSDWMC  Seneca Square                                              115      360        5         29
 84  MSDWMC  185 New Park Avenue                                         91      360       29         53
</TABLE>


<TABLE>
<CAPTION>

                                                                      PREPAYMENT
LOAN                                                                  DESCRIPTION                         YM           ADMIN. COST
 NO. SELLER  PROPERTY NAME                                            YM1.25       YM1       OPEN       FORMULA          RATE (BPS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C>     <C>                                                        <C>        <C>        <C>          <C>              <C>
  1  MSDWMC  Woodfield Mall                                                                   3                             5.27
  2  MSDWMC  Butera Properties - 1750 Old Meadow Road                                         4                             5.27
  3  MSDWMC  Butera Properties - Wedgewood II                                                 4                             5.27
  4  MSDWMC  Butera Properties - 303 International Circle                                     4                             5.27
  5  MSDWMC  Butera Properties - 444 North Frederick Avenue                                   4                             5.27
  6  MSDWMC  Butera Properties - Patapsco Industrial Park Buildings                           4                             5.27
  7  MSDWMC  Marina Village                                                        58         3            H                5.27
  8  MSDWMC  Coronado Center Mall                                       12          7         5            I                5.27
  9  MSDWMC  CBL Portfolio - Willowbrook Plaza                                                4                             5.27
 10  MSDWMC  CBL Portfolio - Massard Crossing                                                 4                             5.27
 11  MSDWMC  CBL Portfolio - Pemberton Plaza                                                  4                             5.27
 12  MSDWMC  Oasis Bel Air Apartments                                              81         4            J                5.27
 13  MSDWMC  The Park at Centennial Apartments                                     81         4            J                5.27
 14  MSDWMC  Oasis Pointe Apartments                                               81         4            J                5.27
 15  MSDWMC  Oasis Canyon Apartments                                               81         4            J                5.27
 16  MSDWMC  Encino Financial                                                      58         3            K                5.27
 17  MSDWMC  Denver West Village                                                              4                             5.27
 18  MSDWMC  Oasis Del Mar Apartments                                                         4            L                5.27
 19  MSDWMC  Samaritan Medical Center                                                         4                            10.27
 20  MSDWMC  Enterprise Center                                                                4                             5.27
 22  MSDWMC  One Burlington Avenue                                                            4                             5.27
 23  MSDWMC  Flextronics International Building                                               4                             5.27
 25  MSDWMC  Davie Self Storage                                                               7                            15.27
 26  MSDWMC  Armored Mini Storage & Panorama Self Storage                                     7                            15.27
 27  MSDWMC  Armored Self Storage - West Phoenix                                              7                            15.27
 28  MSDWMC  Armored Self Storage - North Phoenix                                             7                            15.27
 29  MSDWMC  18th Street Atrium Office Building                                               4                             5.27
 30  MSDWMC  Oak Grove Shoppes                                                                4                             5.27
 32  MSDWMC  Parkway Center & Village                                                         4                            15.27
 33  MSDWMC  Alicia Valencia Plaza                                                            4                            15.27
 34  MSDWMC  Mountain View Corporate Center                                                   4                             5.27
 35  MSDWMC  Westgate Shopping Center                                                         4                            12.77
 36  MSDWMC  Mountain Valley Center                                                           4                             5.27
 39  MSDWMC  Food Lion - Mount Airy Shopping Center                                           4                            15.27
 40  MSDWMC  Persistence Industrial                                                           4                            15.27
 41  MSDWMC  C & S Montgomery Warehouse                                            36         1            M                5.27
 43  MSDWMC  Interstate Business Park                                                         5                             5.27
 48  MSDWMC  The Towneship at Clifton                                                         4                             5.27
 50  MSDWMC  The Offices at Grapevine                                                         4                             5.27
 51  MSDWMC  The Cableview Building                                                           4                             5.27
 52  MSDWMC  Ashford Center                                                                   4                             5.27
 53  MSDWMC  Torrance Medical Arts Center                                                     4                            15.27
 54  MSDWMC  Copeland Tower                                                                   4                            20.27
 55  MSDWMC  Anaheim Hills                                                                    4                            15.27
 56  MSDWMC  Southwick Office Building I                                                      4                             5.27
 62  MSDWMC  Oaks Medical Center                                                              4                            15.27
 63  MSDWMC  Lamar Village Shopping Center                                                    4                             5.27
 64  MSDWMC  Pine Woods Apartments                                                            4                             5.27
 66  MSDWMC  Fieldstone Apartments                                                            4                            15.27
 69  MSDWMC  Geneva Fargo Center                                                              4                             5.27
 71  MSDWMC  Hampton Professional Park                                                        4                            15.27
 72  MSDWMC  Montclair Business Park                                                          4                            15.27
 79  MSDWMC  Phoenix Place Apartments                                                         4                             5.27
 81  MSDWMC  Crestwood Commons                                                                4                             5.27
 82  MSDWMC  Emerald Point Apartments                                                         4                             5.27
 83  MSDWMC  Seneca Square                                                                    4                             5.27
 84  MSDWMC  185 New Park Avenue                                                              4                             5.27
</TABLE>

<TABLE>
<CAPTION>

                                                                    -----------------------------------------------------
                                                                       MASTER    PRIMARY   MASTER EXCESS PRIMARY EXCESS
LOAN                                                                 SERV. FEE  SERV. FEE    SERV. FEE      SERV. FEE
 NO. SELLER  PROPERTY NAME                                           RATE (BPS) RATE (BPS)  RATE (BPS)     RATE (BPS)
-------------------------------------------------------------------------------------------------------------------------
<S> <C>     <C>                                                        <C>        <C>         <C>            <C>
  1  MSDWMC  Woodfield Mall                                             2.00       0.00        3.00           0.00
  2  MSDWMC  Butera Properties - 1750 Old Meadow Road                   2.00       1.00        2.00           0.00
  3  MSDWMC  Butera Properties - Wedgewood II                           2.00       1.00        2.00           0.00
  4  MSDWMC  Butera Properties - 303 International Circle               2.00       1.00        2.00           0.00
  5  MSDWMC  Butera Properties - 444 North Frederick Avenue             2.00       1.00        2.00           0.00
  6  MSDWMC  Butera Properties - Patapsco Industrial Park Buildings     2.00       1.00        2.00           0.00
  7  MSDWMC  Marina Village                                             2.00       1.00        2.00           0.00
  8  MSDWMC  Coronado Center Mall                                       2.00       1.00        2.00           0.00
  9  MSDWMC  CBL Portfolio - Willowbrook Plaza                          2.00       1.00        2.00           0.00
 10  MSDWMC  CBL Portfolio - Massard Crossing                           2.00       1.00        2.00           0.00
 11  MSDWMC  CBL Portfolio - Pemberton Plaza                            2.00       1.00        2.00           0.00
 12  MSDWMC  Oasis Bel Air Apartments                                   2.00       1.00        2.00           0.00
 13  MSDWMC  The Park at Centennial Apartments                          2.00       1.00        2.00           0.00
 14  MSDWMC  Oasis Pointe Apartments                                    2.00       1.00        2.00           0.00
 15  MSDWMC  Oasis Canyon Apartments                                    2.00       1.00        2.00           0.00
 16  MSDWMC  Encino Financial                                           2.00       1.00        2.00           0.00
 17  MSDWMC  Denver West Village                                        2.00       1.00        2.00           0.00
 18  MSDWMC  Oasis Del Mar Apartments                                   2.00       1.00        2.00           0.00
 19  MSDWMC  Samaritan Medical Center                                   2.00       0.00        3.00           0.00
 20  MSDWMC  Enterprise Center                                          2.00       1.00        2.00           0.00
 22  MSDWMC  One Burlington Avenue                                      2.00       1.00        2.00           0.00
 23  MSDWMC  Flextronics International Building                         2.00       1.00        2.00           0.00
 25  MSDWMC  Davie Self Storage                                         2.00       0.00        3.00           0.00
 26  MSDWMC  Armored Mini Storage & Panorama Self Storage               2.00       0.00        3.00           0.00
 27  MSDWMC  Armored Self Storage - West Phoenix                        2.00       0.00        3.00           0.00
 28  MSDWMC  Armored Self Storage - North Phoenix                       2.00       0.00        3.00           0.00
 29  MSDWMC  18th Street Atrium Office Building                         2.00       1.00        2.00           0.00
 30  MSDWMC  Oak Grove Shoppes                                          2.00       1.00        2.00           0.00
 32  MSDWMC  Parkway Center & Village                                   2.00       0.00        3.00           0.00
 33  MSDWMC  Alicia Valencia Plaza                                      2.00       0.00        3.00           0.00
 34  MSDWMC  Mountain View Corporate Center                             2.00       1.00        2.00           0.00
 35  MSDWMC  Westgate Shopping Center                                   2.00       0.00        3.00           0.00
 36  MSDWMC  Mountain Valley Center                                     2.00       1.00        2.00           0.00
 39  MSDWMC  Food Lion - Mount Airy Shopping Center                     2.00       0.00        3.00           0.00
 40  MSDWMC  Persistence Industrial                                     2.00       0.00        3.00           0.00
 41  MSDWMC  C & S Montgomery Warehouse                                 2.00       1.00        2.00           0.00
 43  MSDWMC  Interstate Business Park                                   2.00       1.00        2.00           0.00
 48  MSDWMC  The Towneship at Clifton                                   2.00       1.00        2.00           0.00
 50  MSDWMC  The Offices at Grapevine                                   2.00       1.00        2.00           0.00
 51  MSDWMC  The Cableview Building                                     2.00       1.00        2.00           0.00
 52  MSDWMC  Ashford Center                                             2.00       1.00        2.00           0.00
 53  MSDWMC  Torrance Medical Arts Center                               2.00       0.00        3.00           0.00
 54  MSDWMC  Copeland Tower                                             2.00       0.00        3.00           0.00
 55  MSDWMC  Anaheim Hills                                              2.00       0.00        3.00           0.00
 56  MSDWMC  Southwick Office Building I                                2.00       1.00        2.00           0.00
 62  MSDWMC  Oaks Medical Center                                        2.00       0.00        3.00           0.00
 63  MSDWMC  Lamar Village Shopping Center                              2.00       1.00        2.00           0.00
 64  MSDWMC  Pine Woods Apartments                                      2.00       1.00        2.00           0.00
 66  MSDWMC  Fieldstone Apartments                                      2.00       0.00        3.00           0.00
 69  MSDWMC  Geneva Fargo Center                                        2.00       1.00        2.00           0.00
 71  MSDWMC  Hampton Professional Park                                  2.00       0.00        3.00           0.00
 72  MSDWMC  Montclair Business Park                                    2.00       0.00        3.00           0.00
 79  MSDWMC  Phoenix Place Apartments                                   2.00       1.00        2.00           0.00
 81  MSDWMC  Crestwood Commons                                          2.00       1.00        2.00           0.00
 82  MSDWMC  Emerald Point Apartments                                   2.00       1.00        2.00           0.00
 83  MSDWMC  Seneca Square                                              2.00       1.00        2.00           0.00
 84  MSDWMC  185 New Park Avenue                                        2.00       1.00        2.00           0.00
</TABLE>


<TABLE>
<CAPTION>
                                                                    ---------------------------------------------
                                                                    SUBSERVICER PRIMARY              TRUSTEE
LOAN                                                                     SERV. FEE                     FEE
 NO. SELLER  PROPERTY NAME                                               RATE (BPS)                RATE (BPS)
-----------------------------------------------------------------------------------------------------------------
<S> <C>     <C>                                                            <C>                       <C>
  1  MSDWMC  Woodfield Mall                                                 0.00                      0.27
  2  MSDWMC  Butera Properties - 1750 Old Meadow Road                       0.00                      0.27
  3  MSDWMC  Butera Properties - Wedgewood II                               0.00                      0.27
  4  MSDWMC  Butera Properties - 303 International Circle                   0.00                      0.27
  5  MSDWMC  Butera Properties - 444 North Frederick Avenue                 0.00                      0.27
  6  MSDWMC  Butera Properties - Patapsco Industrial Park Buildings         0.00                      0.27
  7  MSDWMC  Marina Village                                                 0.00                      0.27
  8  MSDWMC  Coronado Center Mall                                           0.00                      0.27
  9  MSDWMC  CBL Portfolio - Willowbrook Plaza                              0.00                      0.27
 10  MSDWMC  CBL Portfolio - Massard Crossing                               0.00                      0.27
 11  MSDWMC  CBL Portfolio - Pemberton Plaza                                0.00                      0.27
 12  MSDWMC  Oasis Bel Air Apartments                                       0.00                      0.27
 13  MSDWMC  The Park at Centennial Apartments                              0.00                      0.27
 14  MSDWMC  Oasis Pointe Apartments                                        0.00                      0.27
 15  MSDWMC  Oasis Canyon Apartments                                        0.00                      0.27
 16  MSDWMC  Encino Financial                                               0.00                      0.27
 17  MSDWMC  Denver West Village                                            0.00                      0.27
 18  MSDWMC  Oasis Del Mar Apartments                                       0.00                      0.27
 19  MSDWMC  Samaritan Medical Center                                       5.00                      0.27
 20  MSDWMC  Enterprise Center                                              0.00                      0.27
 22  MSDWMC  One Burlington Avenue                                          0.00                      0.27
 23  MSDWMC  Flextronics International Building                             0.00                      0.27
 25  MSDWMC  Davie Self Storage                                            10.00                      0.27
 26  MSDWMC  Armored Mini Storage & Panorama Self Storage                  10.00                      0.27
 27  MSDWMC  Armored Self Storage - West Phoenix                           10.00                      0.27
 28  MSDWMC  Armored Self Storage - North Phoenix                          10.00                      0.27
 29  MSDWMC  18th Street Atrium Office Building                             0.00                      0.27
 30  MSDWMC  Oak Grove Shoppes                                              0.00                      0.27
 32  MSDWMC  Parkway Center & Village                                      10.00                      0.27
 33  MSDWMC  Alicia Valencia Plaza                                         10.00                      0.27
 34  MSDWMC  Mountain View Corporate Center                                 0.00                      0.27
 35  MSDWMC  Westgate Shopping Center                                       7.50                      0.27
 36  MSDWMC  Mountain Valley Center                                         0.00                      0.27
 39  MSDWMC  Food Lion - Mount Airy Shopping Center                        10.00                      0.27
 40  MSDWMC  Persistence Industrial                                        10.00                      0.27
 41  MSDWMC  C & S Montgomery Warehouse                                     0.00                      0.27
 43  MSDWMC  Interstate Business Park                                       0.00                      0.27
 48  MSDWMC  The Towneship at Clifton                                       0.00                      0.27
 50  MSDWMC  The Offices at Grapevine                                       0.00                      0.27
 51  MSDWMC  The Cableview Building                                         0.00                      0.27
 52  MSDWMC  Ashford Center                                                 0.00                      0.27
 53  MSDWMC  Torrance Medical Arts Center                                  10.00                      0.27
 54  MSDWMC  Copeland Tower                                                15.00                      0.27
 55  MSDWMC  Anaheim Hills                                                 10.00                      0.27
 56  MSDWMC  Southwick Office Building I                                    0.00                      0.27
 62  MSDWMC  Oaks Medical Center                                           10.00                      0.27
 63  MSDWMC  Lamar Village Shopping Center                                  0.00                      0.27
 64  MSDWMC  Pine Woods Apartments                                          0.00                      0.27
 66  MSDWMC  Fieldstone Apartments                                         10.00                      0.27
 69  MSDWMC  Geneva Fargo Center                                            0.00                      0.27
 71  MSDWMC  Hampton Professional Park                                     10.00                      0.27
 72  MSDWMC  Montclair Business Park                                       10.00                      0.27
 79  MSDWMC  Phoenix Place Apartments                                       0.00                      0.27
 81  MSDWMC  Crestwood Commons                                              0.00                      0.27
 82  MSDWMC  Emerald Point Apartments                                       0.00                      0.27
 83  MSDWMC  Seneca Square                                                  0.00                      0.27
 84  MSDWMC  185 New Park Avenue                                            0.00                      0.27
</TABLE>



<PAGE>

                                  SCHEDULE III

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS

JOHN HANCOCK REAL ESTATE FINANCE, INC.

<TABLE>
<CAPTION>

LOAN NAME              LOAN NUMBER      CORRESPONDENT       ESCROW / RESERVE  EXCEPTIONS
---------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                 <C>
La Ciel Apartments     3212813          Cohen               Holding two "Letter of Credit" from M&I
                                                            Marshall & Ilsley Bank, Milwaukee, WI.
                                                            One in the amount of $95,000.00
                                                            representing one-half of the annual
                                                            taxes due.   The second one is in the
                                                            amount of $31,500.00 for a Replacement
                                                            Reserve.

Shaler Apartments      3212757          New York Urban      Tax escrow funds held at Chase Manhattan
                                                            Bank
</TABLE>


MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.

NONE

<PAGE>

                                   SCHEDULE IV

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED

JOHN HANCOCK REAL ESTATE FINANCE, INC.

<TABLE>
<CAPTION>
LOAN NO.            PROPERTY
---------------------------------------------------------------------------------------------------
<S>                <C>                                 <C>
3212785             200 W. Randolph Parking Garage      $720,000
                                                        Repair collected at closing. As of 2/14/2002,
                                                        $290,000 of the work has been completed with
                                                        funds released. We understand the remaining
                                                        work is underway and on schedule.
3212820             San Mateo Business Center           $85,000
                                                        Repair collected at closing. All work is done.
3212820             San Mateo Business Center           $100,000
                                                        Enviromental: Work completed.
3212812             Westgate Atrium                     $140,000
                                                        Repair collected at closing. Work is underway.
3212481             Sportmart Plaza                     $371,562.50
                                                        Repair.  Work has been completed.
</TABLE>




MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.

LOAN NO.            PROPERTY
------------------- -------------------------------------------
22                  One Burlington Avenue

32                  Parkway Center and Village

35                  Westgate Shopping Center

63                  Lamar Village Shopping Center

<PAGE>

                                   SCHEDULE V

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(A)

JOHN HANCOCK REAL ESTATE FINANCE, INC.

NONE




MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.


LOAN NO.            PROPERTY
------------------- ------------------------------------------------------------
2 - 6               Butera Portfolio

25 - 28             Davie Self Storage; Armored Mini Storage and Panorama Self
                    Storage; Armored Self Storage - West Phoenix; Armored Self
                    Storage - North Phoenix

39 - 40             Food Lion - Mt. Airy Shopping Center; Persistence Industrial

<PAGE>

                                   SCHEDULE VI

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                       04/15/02                   7.57108%
                       05/15/02                   7.42132%
                       06/15/02                   7.57091%
                       07/15/02                   7.42108%
                       08/15/02                   7.57078%
                       09/15/02                   7.57070%
                       10/15/02                   7.42070%
                       11/15/02                   7.55121%
                       12/15/02                   7.39751%
                       01/15/03                   7.39741%
                       02/15/03                   7.39729%
                       03/15/03                   7.39746%
                       04/15/03                   7.55094%
                       05/15/03                   7.39696%
                       06/15/03                   7.55082%
                       07/15/03                   7.35035%
                       08/15/03                   7.51538%
                       09/15/03                   7.51531%
                       10/15/03                   7.34995%
                       11/15/03                   7.51518%
                       12/15/03                   7.34968%
                       01/15/04                   7.51504%
                       02/15/04                   7.34941%
                       03/15/04                   7.34939%
                       04/15/04                   7.51483%
                       05/15/04                   7.34901%
                       06/15/04                   7.51469%
                       07/15/04                   7.34872%
                       08/15/04                   7.51454%
                       09/15/04                   7.51446%
                       10/15/04                   7.34828%
                       11/15/04                   7.51431%
                       12/15/04                   7.34338%
                       01/15/05                   7.34329%
                       02/15/05                   7.34319%
                       03/15/05                   7.34348%
                       04/15/05                   7.51069%
                       05/15/05                   7.34291%
                       06/15/05                   7.51061%
                       07/15/05                   7.34271%

<PAGE>

                                  SCHEDULE VII

            RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES
               ("CLASS X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

                        04/15/02                   7.57108%
                        05/15/02                   7.42132%
                        06/15/02                   7.57091%
                        07/15/02                   7.42108%
                        08/15/02                   7.57078%
                        09/15/02                   7.57070%
                        10/15/02                   7.42070%
                        11/15/02                   7.55121%
                        12/15/02                   7.39751%
                        01/15/03                   7.39741%
                        02/15/03                   7.39729%
                        03/15/03                   7.39746%
                        04/15/03                   7.55094%
                        05/15/03                   7.39696%
                        06/15/03                   7.55082%
                        07/15/03                   7.35035%
                        08/15/03                   7.51538%
                        09/15/03                   7.51531%
                        10/15/03                   7.34995%
                        11/15/03                   7.51518%
                        12/15/03                   7.34968%
                        01/15/04                   7.51504%
                        02/15/04                   7.34941%
                        03/15/04                   7.34939%
                        04/15/04                   7.51483%
                        05/15/04                   7.34901%
                        06/15/04                   7.51469%
                        07/15/04                   7.34872%
                        08/15/04                   7.51454%
                        09/15/04                   7.51446%
                        10/15/04                   7.34828%
                        11/15/04                   7.51431%
                        12/15/04                   7.34338%
                        01/15/05                   7.34329%
                        02/15/05                   7.34319%
                        03/15/05                   7.34348%
                        04/15/05                   7.51069%
                        05/15/05                   7.34291%
                        06/15/05                   7.51061%
                        07/15/05                   7.34271%

<PAGE>

                        08/15/05                   7.51053%
                        09/15/05                   7.51049%
                        10/15/05                   7.34239%
                        11/15/05                   7.49161%
                        12/15/05                   7.31395%
                        01/15/06                   7.31389%
                        02/15/06                   7.31381%
                        03/15/06                   7.31420%
                        04/15/06                   7.49154%
                        05/15/06                   7.31361%
                        06/15/06                   7.49151%
                        07/15/06                   7.31346%
                        08/15/06                   7.49148%
                        09/15/06                   7.49146%
                        10/15/06                   7.31091%
                        11/15/06                   7.49154%
                        12/15/06                   7.31053%
                        01/15/07                   7.31045%
                        02/15/07                   7.31036%
                        03/15/07                   7.28209%
                        04/15/07                   7.47603%
                        05/15/07                   7.28151%
                        06/15/07                   7.47096%
                        07/15/07                   7.27505%
                        08/15/07                   7.47099%
                        09/15/07                   7.47101%
                        10/15/07                   7.27503%
                        11/15/07                   7.47104%
                        12/15/07                   7.27502%
                        01/15/08                   7.47107%
                        02/15/08                   7.27501%
                        03/15/08                   7.27521%
                        04/15/08                   7.47111%
                        05/15/08                   7.27499%
                        06/15/08                   7.47114%
                        07/15/08                   7.27498%
                        08/15/08                   7.48177%
                        09/15/08                   7.48972%
                        10/15/08                   7.28765%
                        11/15/08                   7.49179%
                        12/15/08                   7.29240%
                        01/15/09                   7.29239%
                        02/15/09                   7.31072%
                        03/15/09                   7.31142%

                                     S-2-2
<PAGE>




                                  SCHEDULE VIII

                 MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES
                  COVERED BY AN ENVIRONMENTAL INSURANCE POLICY

LOAN NO.           PROPERTY
--------------------------------------------------------------------------------
9                  CBL Portfolio - Willowbrook Plaza

10                 CBL Portfolio - Massard Crossing

11                 CBL Portfolio - Pemberton Plaza

19                 Samaritan Medical Center

22                 One Burlington Avenue

25                 Davie Self Storage

26                 Armored Mini Storage & Panorama Self Storage

27                 Armored Self Storage - West Phoenix

28                 Armored Self Storage - North Phoenix

32                 Parkway Center & Village

33                 Alecia Valencia Plaza

35                 Westgate Shopping Center

39                 Food Lion - Mt. Airy Shopping Center

40                 Persistence Industrial

48                 The Towneship at Clifton

62                 Oaks Medical Center

71                 Hampton Professional Park

<PAGE>

                                   SCHEDULE IX

                        MORTGAGE LOANS THAT EARNOUT LOANS

LOAN NO.           PROPERTY
--------------------------------------------------------------------------------
3                  Wedgewood II

19                 Samaritan Medical Center

72                 Montclaire Business Park