EXHIBIT 4.1



                         MORGAN STANLEY CAPITAL I INC.,
                                  as Depositor,



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           as General Master Servicer,



                          MIDLAND LOAN SERVICES, INC.,
                          as General Special Servicer,



                                    NCB, FSB,
                             as NCB Master Servicer,


                       NATIONAL CONSUMER COOPERATIVE BANK,
                           as Co-op Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
               as Trustee, Paying Agent and Certificate Registrar


                                       and


                              ABN AMRO BANK, N.V.,
                                as Fiscal Agent.


                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2005



                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2005-IQ9

<PAGE>

                                                               EXECUTION VERSION



                                TABLE OF CONTENTS



                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions......................................................
Section 1.2   Calculations Respecting Mortgage Loans...........................
Section 1.3   Calculations Respecting Accrued Interest.........................
Section 1.4   Interpretation...................................................
Section 1.5   ARD Loan.........................................................

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

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

                                   ARTICLE III

                                THE CERTIFICATES

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

                                   ARTICLE IV

                                    ADVANCES

Section 4.1   P&I Advances by the Master Servicers.............................
Section 4.2   Servicing Advances...............................................
Section 4.3   Advances by the Trustee and the Fiscal Agent.....................
Section 4.4   Evidence of Nonrecoverability....................................
Section 4.5   Interest on Advances; Calculation of Outstanding Advances
               with Respect to a Mortgage Loan.................................
Section 4.6   Reimbursement of Advances and Advance Interest...................
Section 4.7   Fiscal Agent Termination Event...................................
Section 4.8   Procedure Upon Termination Event.................................
Section 4.9   Merger or Consolidation of Fiscal Agent..........................
Section 4.10  Limitation on Liability of the Fiscal Agent and Others...........
Section 4.11  Indemnification of Fiscal Agent..................................

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

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

                                   ARTICLE VII

        CERTAIN MATTERS CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE
                                  PAYING AGENT

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

                                  ARTICLE VIII

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

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

                                   ARTICLE IX

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

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

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

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

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

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

                                   ARTICLE XII

                     REMIC AND GRANTOR TRUST ADMINISTRATION

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

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

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

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

EXHIBIT A-1       Form of Class A-1 Certificate
EXHIBIT A-2       Form of Class A-2 Certificate
EXHIBIT A-3       Form of Class A-3 Certificate
EXHIBIT A-4       Form of Class A-4 Certificate
EXHIBIT A-5       Form of Class A-AB Certificate
EXHIBIT A-6       Form of Class A-5 Certificate
EXHIBIT A-7       Form of Class A-1A Certificate
EXHIBIT A-8       Form of Class A-J Certificate
EXHIBIT A-9       Form of Class B Certificate
EXHIBIT A-10      Form of Class C Certificate
EXHIBIT A-11      Form of Class D Certificate
EXHIBIT A-12      Form of Class E Certificate
EXHIBIT A-13      Form of Class F Certificate
EXHIBIT A-14      Form of Class G Certificate
EXHIBIT A-15      Form of Class H Certificate
EXHIBIT A-16      Form of Class J Certificate
EXHIBIT A-17      Form of Class K Certificate
EXHIBIT A-18      Form of Class L Certificate
EXHIBIT A-19      Form of Class M Certificate
EXHIBIT A-20      Form of Class N Certificate
EXHIBIT A-21      Form of Class O Certificate
EXHIBIT A-22      Form of Class P Certificate
EXHIBIT A-23      Form of Class EI Certificate
EXHIBIT A-24      Form of Class R-I Certificate
EXHIBIT A-25      Form of Class R-II Certificate
EXHIBIT A-26      Form of Class R-III Certificate
EXHIBIT A-27      Form of Class X-1 Certificate
EXHIBIT A-28      Form of Class X-2 Certificate
EXHIBIT A-29      Form of Class X-Y Certificate
EXHIBIT B-1       Form of Initial Certification of Trustee (Section 2.2)
EXHIBIT B-2       Form of Final Certification of Trustee (Section 2.2)
EXHIBIT C         Form of Request for Release
EXHIBIT D-1       Form of Transferor Certificate for Transfers to Definitive
                  Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2A      Form I of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-2B      Form II of Transferee Certificate for Transfers of
                  Definitive Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3A      Form I of Transferee Certificate for Transfers of Interests
                  in Book-Entry Privately Offered Certificates
                  (Section 3.3(c))
EXHIBIT D-3B      Form II of Transferee Certificate for Transfers of
                  Interests in Book-Entry Privately Offered Certificates
                  (Section 3.3(c))
EXHIBIT E-1       Form of Transfer Affidavit and Agreement for Transfers of
                  REMIC Residual Certificates (Section 3.3(e))
EXHIBIT E-2       Form of Transferor Certificate for Transfers of REMIC
                  Residual Certificates (Section 3.3(e))
EXHIBIT F         Form of Transferor Certificate for Transfers of Regulation
                  S Certificates
EXHIBIT G         Reserved
EXHIBIT H         Form of Exchange Certification
EXHIBIT I         Form of EUROCLEAR or Clearstream Certificate
                  (Section 3.7(d))
EXHIBIT J         List of Loans to Which Excess Servicing Fees Are Paid
EXHIBIT K-1       Form of Mortgage Loan Purchase Agreement I (MSMC)
EXHIBIT K-2       Form of Mortgage Loan Purchase Agreement II (IXIS)
EXHIBIT K-3       Form of Mortgage Loan Purchase Agreement III (Principal)
EXHIBIT K-4       Form of Mortgage Loan Purchase Agreement IV (MM)
EXHIBIT K-5       Form of Mortgage Loan Purchase Agreement V (NCB, FSB)
EXHIBIT K-6       Form of Mortgage Loan Purchase Agreement VI (WAMU)
EXHIBIT K-7       Form of Mortgage Loan Purchase Agreement VII (UCMFI)
EXHIBIT K-8       Form of Mortgage Loan Purchase Agreement VIII (TIAA)
EXHIBIT L         Reserved
EXHIBIT M         Form of Monthly Certificateholders Report (Section 5.4(a))
EXHIBIT N         Reserved
EXHIBIT O         Reserved
EXHIBIT P         Reserved
EXHIBIT Q         Reserved
EXHIBIT R         Reserved
EXHIBIT S-1A      Form of Power of Attorney to General Master Servicer
                  (Section 8.3(c))
EXHIBIT S-1B      Form of Power of Attorney to NCB Master Servicer (Section
                  8.3(c))
EXHIBIT S-2A      Form of Power of Attorney to General Special Servicer
                  (Section 9.4(a))
EXHIBIT S-2B      Form of Power of Attorney to Co-op Special Servicer
                  (Section 9.4(a))
EXHIBIT T         Reserved
EXHIBIT U         Form of Assignment and Assumption Submission to Special
                  Servicer (Section 8.7(a))
EXHIBIT V         Form of Additional Lien, Monetary Encumbrance and Mezzanine
                  Financing Submission Package to the Special Servicer
                  (Section 8.7(h))
EXHIBIT W         Reserved
EXHIBIT X         Reserved
EXHIBIT Y         Investor Certification (Section 5.4(a))
EXHIBIT Z         Form of Notice and Certification regarding Defeasance of
                  Mortgage Loan (Section 8.3(h))
EXHIBIT AA        Form of Performance Certification (Section 8.26(b))

SCHEDULE I        MSMC Loan Schedule
SCHEDULE II       IXIS Loan Schedule
SCHEDULE III      Principal Loan Schedule
SCHEDULE IV       MM Loan Schedule
SCHEDULE V        NCB, FSB Loan Schedule
SCHEDULE VI       WAMU Loan Schedule
SCHEDULE VII      UCMFI Loan Schedule
SCHEDULE VIII     TIAA Loan Schedule
SCHEDULE IX       List of Escrow Accounts Not Currently Eligible Accounts
                  (Section 8.3(e))
SCHEDULE X        Certain Escrow Accounts for Which a Report Under
                  Section 5.1(g) is Required
SCHEDULE XI       List of Mortgagors that are Third-Party Beneficiaries Under
                  Section 2.3(a)
SCHEDULE XII      Reserved
SCHEDULE XIII     Earn-Out Reserves
SCHEDULE XIV      List of Mortgage Loans for which a Scheduled Payment is Due
                  After the End of a Collection Period
SCHEDULE XV       List of Mortgage Loans that Permit Voluntary Principal
                  Prepayment Without Payment of a Full Month's Interest
SCHEDULE XVI      Rates Used in Determination of Class X Pass-Through Rates
                  ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")
SCHEDULE XVII     Class A-AB Planned Principal Balance
<PAGE>


            THIS POOLING AND SERVICING AGREEMENT is dated as of February 1, 2005
(this "Agreement") among MORGAN STANLEY CAPITAL I INC., a Delaware corporation,
as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as a
master servicer (the "General Master Servicer"), MIDLAND LOAN SERVICES, INC., as
a special servicer (the "General Special Servicer"), NCB, FSB, as a master
servicer (the "NCB Master Servicer"), NATIONAL CONSUMER COOPERATIVE BANK, as a
special servicer (the "Co-op Special Servicer"), LaSalle Bank National
Association, as trustee of the Trust, as paying agent and as certificate
registrar (the "Trustee," "Paying Agent" and "Certificate Registrar"), and ABN
AMRO Bank, N.V., as a fiscal agent pursuant to Article IV hereof (the "Fiscal
Agent").

                              PRELIMINARY STATEMENT

            On the Closing Date, the Depositor will acquire the Mortgage Loans
from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), IXIS Real Estate
Capital, Inc., as seller ("IXIS"), Principal Commercial Funding, LLC, as seller
("Principal"), Massachusetts Mutual Life Insurance Company, as seller ("MM"),
NCB, FSB, as seller ("NCB, FSB"), Washington Mutual Bank, FA, as seller
("WaMu"), Union Central Mortgage Funding, Inc., as seller ("UCMFI"), and
Teachers Insurance and Annuity Association of America ("TIAA"), as seller, and
will be the owner of the Mortgage Loans and the other property being conveyed by
it to the Trustee for inclusion in the Trust which is hereby created. On the
Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and
the Class R-I Certificates as consideration for its transfer to the Trust of the
Mortgage Loans (other than any Excess Interest payable thereon) and the other
property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class
R-II Certificates as consideration for its transfer of the REMIC I Regular
Interests to the Trust; (iii) the REMIC III Certificates as consideration for
its transfer of the REMIC II Regular Interests to the Trust; and (iv) the Class
EI Certificates as consideration for its transfer of the Excess Interest to the
Trust. The Depositor has duly authorized the execution and delivery of this
Agreement to provide for the foregoing and the issuance of (A) the REMIC I
Regular Interests and the Class R-I Certificates representing in the aggregate
the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests
and the Class R-II Certificates representing in the aggregate the entire
beneficial ownership of REMIC II, (C) the REMIC III Certificates representing in
the aggregate the entire beneficial ownership of REMIC III and (D) the Class EI
Certificates representing in the aggregate the entire beneficial ownership of
the Class EI Grantor Trust.

            Excess Interest received on the Mortgage Loans shall be held in the
Class EI Grantor Trust for the benefit of the Class EI Certificates. 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, the REMIC III Regular
Certificates, the Class EI Certificates and the Residual 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-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
A-5, Class A-1A, Class A-J, Class B, Class C and Class D Certificates will be
offered for sale pursuant to the prospectus (the "Prospectus") dated February 7,
2005, as supplemented by the preliminary prospectus supplement dated February 7,
2005 (together with the Prospectus, the "Preliminary Prospectus Supplement"),
and as further supplemented by the final prospectus supplement dated February
15, 2005 (together with the Prospectus, the "Final Prospectus Supplement") and
the Class X-1, Class X-2, Class X-Y, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P and Class EI
Certificates will be offered for sale pursuant to a Private Placement Memorandum
dated February 15, 2005.

                                     REMIC I

            Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I
Regular Interest (other than the Group X-Y REMIC I Regular Interests) will have
a pass-through rate equal to the REMIC I Net Mortgage Rate of the related
Mortgage Loan, an initial principal amount (the initial "Certificate Balance")
equal to the Scheduled Principal Balance as of the Cut-Off Date (as herein
defined) of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a latest possible maturity date set to the Final Rated
Distribution Date (as defined herein). Each Group X-Y REMIC I Regular Interest
will relate to a specific Specially Designated Co-op Loan. Each Group X-Y REMIC
I Regular Interest will have a Pass-Through Rate equal to the Class X-Y Strip
Rate, an initial notional amount equal to the Scheduled Principal Balance as of
the Cut-Off Date of the Specially Designated Co-op Loan to which such Group X-Y
REMIC I Regular Interest relates, and a latest possible maturity date set to the
Final Rated Distribution Date. Excess Interest shall not be included as an asset
of REMIC I. The Class R-I Certificates will be designated as the sole Class of
residual interests in REMIC I and will have no Certificate Balance and no
Pass-Through Rate, but will be entitled to receive the proceeds of any assets
remaining in REMIC I after all Classes of REMIC I Regular Interests have been
paid in full.

                                    REMIC II

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

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

                                                    Original      Corresponding
                 Original Class                     REMIC II      Components of
                   Certificate    Corresponding    Certificate    Class X-1 or
                   Balance or       REMIC II       Balance or       Class X-2
 Corresponding      Notional         Regular        Notional      Certificates
  Certificates       Balance      Interests (1)      Balance           (1)
---------------- -------------- ---------------- --------------- ---------------
Class A-1         $62,100,000         A-1-1          $9,583,000       A-1-1
                                      A-1-2         $25,995,000       A-1-2
                                      A-1-3         $26,522,000       A-1-3
Class A-2        $112,600,000         A-2-1          $2,778,000       A-2-1
                                      A-2-2         $29,135,000       A-2-2
                                      A-2-3         $28,097,000       A-2-3
                                      A-2-4         $27,410,000       A-2-4
                                      A-2-5         $25,180,000       A-2-5
Class A-3        $194,700,000         A-3-1          $1,456,000       A-3-1
                                      A-3-2         $26,813,000       A-3-2
                                      A-3-3        $112,303,000       A-3-3
                                      A-3-4         $16,249,000       A-3-4
                                      A-3-5         $28,318,000       A-3-5
                                      A-3-6          $9,561,000       A-3-6
Class A-4         $94,400,000         A-4-1         $12,517,000       A-4-1
                                      A-4-2         $81,883,000       A-4-2
Class A-AB        $43,800,000        A-AB-1          $7,274,000      A-AB-1
                                     A-AB-2          $8,578,000      A-AB-2
                                     A-AB-3          $9,083,000      A-AB-3
                                     A-AB-4         $18,865,000      A-AB-4
Class A-5        $446,242,000         A-5-1         $21,892,000       A-5-1
                                      A-5-2        $424,350,000       A-5-2
Class A-1A       $271,561,000        A-1A-1          $3,421,000      A-1A-1
                                     A-1A-2          $6,331,000      A-1A-2
                                     A-1A-3          $7,018,000      A-1A-3
                                     A-1A-4          $6,849,000      A-1A-4
                                     A-1A-5          $6,655,000      A-1A-5
                                     A-1A-6          $6,492,000      A-1A-6
                                     A-1A-7          $6,314,000      A-1A-7
                                     A-1A-8          $6,166,000      A-1A-8
                                     A-1A-9          $5,995,000      A-1A-9
                                     A-1A-10         $5,856,000      A-1A-10
                                     A-1A-11         $5,696,000      A-1A-11
                                     A-1A-12         $5,566,000      A-1A-12
                                     A-1A-13        $11,234,000      A-1A-13
                                     A-1A-14       $187,968,000      A-1A-14
Class A-J        $130,199,000          A-J         $130,199,000        A-J
Class X-Y        $168,257,608          X-Y         $168,257,608        N/A
Class B           $32,550,000          B-1           $2,447,000        B-1
                                       B-2           $9,753,000        B-2
                                       B-3          $20,350,000        B-3
Class C           $11,488,000          C-1           $3,472,000        C-1
                                       C-2           $8,016,000        C-2
Class D           $26,806,000          D-1           $7,933,000        D-1
                                       D-2          $11,455,000        D-2
                                       D-3           $7,418,000        D-3
Class E           $15,317,000          E-1          $10,550,000        E-1
                                       E-2           $4,767,000        E-2
Class F           $15,318,000          F-1          $12,673,000        F-1
                                       F-2           $2,645,000        F-2
Class G           $11,488,000          G-1          $10,469,000        G-1
                                       G-2           $1,019,000        G-2
Class H           $17,232,000          H-1          $13,496,000        H-1
                                       H-2           $3,736,000        H-1
Class J            $5,744,000          J-1           $4,509,000        J-1
                                       J-2           $1,235,000        J-2
Class K            $7,659,000           K            $7,659,000         K
Class L            $5,744,000          L-1           $2,642,000        L-1
                                       L-2           $3,102,000        L-2
Class M            $5,744,000           M            $5,744,000         M
Class N            $3,830,000           N            $3,830,000         N
Class O            $5,744,000           O            $5,744,000         O
Class P           $11,488,420           P           $11,488,420         P

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

                                    REMIC III

            The following sets forth the Class designation, Pass-Through Rate,
initial Aggregate Certificate Balance (or initial Notional Amount) and Final
Scheduled Distribution Date for each Class of REMIC III Certificates comprising
the interests in REMIC III created hereunder; and the Class EI Certificates
comprising the beneficial ownership interest in the Class EI Grantor Trust.

                         Approximate     Initial Aggregate
                           Initial          Certificate        Final Scheduled
 REMIC III Regular    Pass-Through Rate       Balance         Distribution Date
Interest Designation         (a)         or Notional Amount          (b)
--------------------- ----------------- -------------------- -------------------
Class A-1                   3.99%            $62,100,000      December 15, 2009
Class A-2                   4.30%           $112,600,000      February 15, 2010
Class A-3                   4.54%           $194,700,000        July 15, 2012
Class A-4                   4.66%            $94,400,000       August 15, 2013
Class A-AB                  4.51%            $43,800,000       March 15, 2014
Class A-5                   4.70%           $446,242,000      December 15, 2014
Class A-1A                  4.66%           $271,561,000      January 15, 2015
Class A-J                   4.77%           $130,199,000       March 15, 2015
Class X-1                   0.06%         $1,531,754,420      October 15, 2029
Class X-2                   0.84%         $1,491,944,000      February 15, 2012
Class X-Y                   0.14%           $168,257,608      December 15, 2024
Class B                     4.86%            $32,550,000      January 15, 2017
Class C                     4.91%            $11,488,000       March 15, 2017
Class D                     5.00%            $26,806,000        July 15, 2017
Class E                     5.11%            $15,317,000      October 15, 2017
Class F                     5.34%            $15,318,000      February 15, 2018
Class G                     5.51%            $11,488,000        July 15, 2018
Class H                     5.44%            $17,232,000        June 15, 2019
Class J                     4.61%            $5,744,000        August 15, 2019
Class K                     4.61%            $7,659,000       October 15, 2019
Class L                     4.61%            $5,744,000       November 15, 2019
Class M                     4.61%            $5,744,000         May 15, 2020
Class N                     4.61%            $3,830,000         June 15, 2020
Class O                     4.61%            $5,744,000         May 15, 2021
Class P                     4.61%            $11,488,420      October 15, 2029
Class R-III (c)              N/A                 N/A                 N/A

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

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

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

            Each Class EI 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 EI
Certificates shall represent undivided beneficial interests in the portion of
the Trust consisting of the entitlement to receive Excess Interest (the "Class
EI Grantor Trust").

            As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,531,754,421.

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

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

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

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

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

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

            "Acquisition Date" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of each Mortgaged Property securing any Loan Group).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "ARD Loan" means the Mortgage Loans designated on the Mortgage
Loan Schedule as Mortgage Loan No. 7 and Mortgage Loan No. 8, collectively.

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

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

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

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

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

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

            "Available Distribution Amount" means, with respect to any
Distribution Date and the Mortgage Loans, an amount equal to the aggregate of
the following amounts (a) all amounts on deposit in the Distribution Account as
of the commencement of business on such Distribution Date that represent
payments and other collections on or in respect of the Mortgage Loans and any
REO Properties that were (x) received by a Master Servicer or a Special Servicer
through the end of the related Collection Period (other than any portion thereof
that constituted a portion of the Available Distribution Amount for a prior
Distribution Date as described in clause (a)(y) below) or (y) remitted by the
applicable Master Servicer on the related Master Servicer Remittance Date
pursuant to Section 5.1(h), exclusive of (i) any such amounts that were
deposited in the Distribution Account in error, (ii) amounts that are payable or
reimbursable to any Person other than the Certificateholders (including amounts
payable to the Master Servicers in respect of unpaid Master Servicing Fees, the
Primary Servicers in respect of unpaid Primary Servicing Fees, the Special
Servicers in respect of unpaid Special Servicer Compensation, the Trustee in
respect of unpaid Trustee Fees or to the parties entitled thereto in respect of
the unpaid Excess Servicing Fees), (iii) amounts that constitute Prepayment
Premiums or Yield Maintenance Charges, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Accounts and (v) Scheduled Payments collected but due on a Due Date
subsequent to the related Collection Period (other than any portion thereof
described in clause (a)(y) above) and (b) if and to the extent not already among
the amounts described in clause (a), (i) the aggregate amount of any P&I
Advances made by a Master Servicer, the Trustee or the Fiscal Agent for such
Distribution Date pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate
amount of any Compensating Interest payments made by the Master Servicers for
such Distribution Date pursuant to the terms hereof, and (iii) if a Distribution
Date occurs in March of any year, commencing March 2005 or if a Maturity Date or
Principal Prepayment falls on a January or February of any year, the aggregate
of the Interest Reserve Amounts then held on deposit in the Interest Reserve
Accounts in respect of the related Interest Reserve Loan or Interest Reserve
Loans.

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

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

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

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

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

            "Business Day" means any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, Seattle, Washington and Cincinnati,
Ohio (but only with respect to matters related to the performance of obligations
delegated to Union Central Mortgage Funding, Inc. as Primary Servicer under the
related Primary Servicing Agreement), Des Moines, Iowa (but only with respect to
matters related to the performance of obligations delegated to Principal Global
Investors, LLC as Primary Servicer under the related Primary Servicing
Agreement), Dallas, Texas (but, in each case, only with respect to matters
related to the performance of obligations by Washington Mutual Bank, FA, as
Primary Servicer under the related Primary Servicing Agreement), and
Springfield, Massachusetts (but only with respect to matters related to the
performance of obligations delegated to Babson Capital Management LLC as Primary
Servicer under the related Primary Servicing Agreement), or the principal cities
in which the Special Servicers, the Trustee, the Fiscal Agent, the Paying Agent
or the Master Servicers conduct servicing or trust operations, or (iii) a day on
which banking institutions or savings associations in Pittsburgh, Pennsylvania,
Chicago, Illinois, Columbia, Maryland, Minneapolis, Minnesota, New York, New
York, San Francisco, California, Hillsboro, Ohio or Washington, D.C. are
authorized or obligated by law or executive order to be closed. Upon the request
of any party to this Agreement or the Operating Adviser, the Trustee, the Fiscal
Agent, the Paying Agent, each Master Servicer, each Special Servicer and each
Primary Servicer shall provide such party a list of the legal holidays observed
by such entity; provided that each Primary Servicer shall be required to provide
the Operating Adviser on or before the first day of January of each calendar
year with a list of each day that will not be a "Business Day" in the
jurisdiction of such Primary Servicer during such calendar year.

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

            "Category 1 Requests" has the meaning set forth in the Primary
Servicing Agreements for the Principal Loans, the WaMu Loans and the MM Loans
and, with respect to the Principal Loans, shall also include "Deemed Category 1
Requests" as defined in the related Primary Servicing Agreement.

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

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

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

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

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

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

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

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

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

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

            "Class" means, with respect to the REMIC I Regular Interests, REMIC
II Regular Interests, REMIC III Certificates and Class EI Certificates, any
class of such Certificates or Interests.

            "Class A Certificates" means the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-AB
Certificates, Class A-5 Certificates and Class A-1A Certificates, collectively.

            "Class A-1 Certificates," "Class A-2 Certificates," "Class A-3
Certificates," "Class A-4 Certificates," "Class A-AB Certificates," "Class A-5
Certificates," "Class A-1A Certificates," "Class A-J Certificates," "Class X-1
Certificates," "Class X-2 Certificates," "Class X-Y Certificates," "Class B
Certificates," "Class C Certificates," "Class D Certificates," "Class E
Certificates," "Class F Certificates," "Class G Certificates," "Class H
Certificates," "Class J Certificates," "Class K Certificates," "Class L
Certificates," "Class M Certificates," "Class N Certificates," "Class O
Certificates," "Class P Certificates," "Class EI Certificates," "Class R-I
Certificates," "Class R-II Certificates," or "Class R-III Certificates" mean the
Certificates designated as "Class A-1," "Class A-2," "Class A-3," "Class A-4,"
"Class A-AB," "Class A-5," "Class A-1A," "Class A-J," "Class X-1," "Class X-2,"
"Class X-Y," "Class B," "Class C," "Class D," "Class E," "Class F," "Class G,"
"Class H," "Class J," "Class K," "Class L," "Class M," "Class N," "Class O,"
"Class EI," "Class R-I," "Class R-II" and "Class R-III," respectively, on the
face thereof, in substantially the form attached hereto as Exhibits A-1 through
A-29.

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

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

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

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

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

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

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

            "Class A-2-5 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-2 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-2-5.

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

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

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

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

            "Class A-3-5 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-3-5.

            "Class A-3-6 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-3 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-3-6.

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

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

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

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

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

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

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

            "Class A-5-2 Component" means a component of the beneficial interest
in REMIC III evidenced by the Class A-5 Certificates, which component represents
a Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest A-5-2.

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

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

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

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

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

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

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

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

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

            "Class A-1A-10 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-10.

            "Class A-1A-11 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-11.

            "Class A-1A-12 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-12.

            "Class A-1A-13 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-13.

            "Class A-1A-14 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A-14.

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

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

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

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

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

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

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

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

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

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

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

            "Class EI Grantor Trust" means that portion of the Trust consisting
of Excess Interest and the Excess Interest Sub-account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Class X-2 Component Crossover Date" means, (i) with respect to the
Class A-1-2 Component and the Class A-1A-2 Component, the Distribution Date in
Febuary 2006, (ii) with respect to the Class A-1-3 Component, Class A-2-1
Component and Class A-1A-3 Component, the Distribution Date occurring in August
2006, (iii) with respect to the Class A-2-2 Component, Class A-1A-4 Component,
Class J-1 Component and Class L-1 Component, the Distribution Date occurring in
February 2007, (iv) with respect to the Class A-2-3 Component, the Class A-1A-5
Component, Class H-1 Component, Class J-2 Component and Class L-2 Component, the
Distribution Date occurring in August 2007, (v) with respect to the Class A-2-4
Component, Class A-1A-6 Component, Class G-1 Component and Class H-2 Component,
the Distribution Date occurring in February 2008, (vi) with respect to the Class
A-2-5 Component, Class A-3-1 Component, Class A-1A-7 Component, Class F-1
Component and Class G-2 Component, the Distribution Date occurring in August
2008, (vii) with respect to the Class A-3-2 Component, Class A-1A-8 Component,
Class E-1 Component and the Class F-2 Component, the Distribution Date occurring
in February 2009, (viii), with respect to the Class A-3-3 Component, Class
A-1A-9 Component, Class D-1 Component and Class E-2 Component, the Distribution
Date occurring in August 2009, (ix) with respect to the Class A-3-4 Component,
Class A-1A-10 Component, Class A-AB-1 Component and Class D-2 Component, the
Distribution Date occurring in February 2010, (x) with respect to the Class
A-3-5 Component, Class A-AB-2 Component, Class A-1A-11 Component, Class C-1
Component and Class D-3 Component, the Distribution Date occurring in August
2010, (xi) with respect to the Class A-3-6 Component, Class A-AB-3 Component,
Class A-1A-12 Component, Class B-1 Component and Class C-2 Component, the
Distribution Date occurring in February 2011, (xii) with respect to the Class
A-4-4 Component, Class A-AB-4 Component, Class A-1A-13 Component and Class B-2
Component, the Distribution Date occurring in August 2011 and (xiii) with
respect to the Class A-5-2 Component, Class A-1A-14 Component and Class B-3
Component, the Distribution Date occurring in February 2012.

            "Class X-2 Components" means each of the Class A-1-1 Component,
Class A-1-2 Component, Class A-1-3 Component, Class A-2-1 Component, Class A-2-2
Component, Class A-2-3 Component, Class A-2-4 Component, Class A-2-5 Component,
Class A-3-1 Component, Class A-3-2 Component, Class A-3-3 Component, Class A-3-4
Component, Class A-3-5 Component, Class A-3-6 Component, Class A-4-1 Component,
Class A-4-2 Component, Class A-AB-1 Component, Class A-AB-2 Component, Class
A-AB-3 Component, Class A-AB-4 Component, Class A-5-1 Component, Class A-5-2
Component, Class A-1A-1 Component, Class A-1A-2 Component, Class A-1A-3
Component, Class A-1A-4 Component, Class A-1A-5 Component, Class A-1A-6
Component, Class A-1A-7 Component, Class A-1A-8 Component, Class A-1A-9
Component, Class A-1A-10, Class A-1A-11 Component, Class A-1A-12 Component,
Class A-1A-13 Component, Class A-1A-14 Component, Class A-J Component, Class B-1
Component, Class B-2 Component, Class B-3 Component, Class C-1 Component, Class
C-2 Component, Class D-1 Component, Class D-2 Component, Class D-3 Component,
Class E-1 Component, Class E-2 Component, Class F-1 Component, Class F-2
Component, Class G-1 Component, Class G-2 Component, Class H-1 Component, Class
H-2 Component, Class J-1 Component, Class J-2 Component, Class K Component,
Class L-1 Component and Class L-2 Component.

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

            "Class X-2 Strip Rate" means, with respect to each of the Class X-2
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-2 Component
Crossover Date, the excess, if any, of (x) the lesser of (i) the rate per annum
corresponding to such Distribution Date as set forth in Schedule XVI attached
hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass Through Rate for the Class of Corresponding
Certificates (provided that, in no event shall any Class X-2 Strip Rate be less
than zero), and (ii) for any Distribution Date occurring after the related Class
X-2 Component Crossover Date, 0% per annum.

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

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

            "Class X-Y Strip Rate" means, with respect to any Specially
Designated Co-op Mortgage Loan (and any successor REO Mortgage Loan with respect
thereto), for any Distribution Date, a rate per annum equal to either: (1) if
such Mortgage Loan accrues interest on a 30/360 basis, 0.15%; and (2) if such
Mortgage Loan accrues interest on a basis other than that of a 30/360 basis, the
product of (a) 0.15%, multiplied by (b) a fraction, the numerator of which is
the number of days in the Interest Accrual Period that corresponds to such
Distribution Date, and the denominator of which 30.

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

            "Clearstream" means Clearstream Banking Luxembourg, societe anonyme.

            "Closing Date" means on or about February 24, 2005.

            "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Commission" means the Securities and Exchange Commission.

            "Compensating Interest" means, with respect to any Distribution Date
and each Master Servicer, an amount equal to the excess of (A) Prepayment
Interest Shortfalls incurred in respect of the Mortgage Loans serviced by such
Master Servicer (but not including any Specially Serviced Mortgage Loan)
resulting from (x) voluntary Principal Prepayments on such Mortgage Loans or (y)
to the extent that such Master Servicer did not apply the proceeds thereof in
accordance with the terms of the related Mortgage Loan documents, involuntary
Principal Prepayments, during the related Collection Period, over (B) the
aggregate of the Prepayment Interest Excesses received in respect of the
Mortgage Loans serviced by such Master Servicer (but not including any Specially
Serviced Mortgage Loan) resulting from Principal Prepayments on such Mortgage
Loan during the same related Collection Period, but in any event with respect to
Compensating Interest to be paid by each Master Servicer hereunder, not more
than the portion of the aggregate Master Servicing Fee of such Master Servicer
accrued at a rate per annum equal to 2 basis points for the related Distribution
Date calculated in respect of such Master Servicer's Mortgage Loans (including
REO Mortgage Loans).

            "Component" means each of the Class A-1-1 Component, Class A-1-2
Component, Class A-1-3 Component, Class A-2-1 Component, Class A-2-2 Component,
Class A-2-3 Component, Class A-2-4 Component, Class A-2-5 Component, Class A-3-1
Component, Class A-3-2 Component, Class A-3-3 Component, Class A-3-4 Component,
Class A-3-5 Component, Class A-3-6 Component, Class A-4-1 Component, Class A-4-2
Component, Class A-AB-1 Component, Class A-AB-2 Component, Class A-AB-3
Component, Class A-AB-4 Component, Class A-5-1 Component, Class A-5-2 Component,
Class A-1A-1 Component, Class A-1A-2 Component, Class A-1A-3 Component, Class
A-1A-4 Component, Class A-1A-5 Component, Class A-1A-6 Component, Class A-1A-7
Component, Class A-1A-8 Component, Class A-1A-9 Component, Class A-1A-10, Class
A-1A-11 Component, Class A-1A-12 Component, Class A-1A-13 Component, Class
A-1A-14 Component, Class A-J Component, Class B-1 Component, Class B-2
Component, Class B-3 Component, Class C-1 Component, Class C-2 Component, Class
D-1 Component, Class D-2 Component, Class D-3 Component, Class E-1 Component,
Class E-2 Component, Class F-1 Component, Class F-2 Component, Class G-1
Component, Class G-2 Component, Class H-1 Component, Class H-2 Component, Class
J-1 Component, Class J-2 Component, Class K Component, Class L-1 Component,
Class L-2 Component, Class M Component, Class N Component, Class O Component and
Class P Component.

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

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

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

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

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

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

            "Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Certificate Registrar. The principal corporate trust office
of the Trustee is presently located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global Securitization Trust Services
Group--Morgan Stanley Capital I Inc., Series 2005-IQ9, or at such other address
as the Trustee or Certificate Registrar may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicers and the
Special Servicers.

            "Corresponding Certificate" means the class of Certificates as set
forth in the Preliminary Statement with respect to any Corresponding Component
or any Corresponding REMIC II Regular Interest.

            "Corresponding Component" means the Component as set forth in the
Preliminary Statement with respect to any Corresponding Certificate or any
Corresponding REMIC II Regular Interest.

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

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

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

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

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

            "Cut-Off Date" means the end of business on February 1, 2005. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on February 1, 2005 and
Scheduled Payments due in February 2005 with respect to Mortgage Loans not
having Due Dates on the first of each month have been deemed received on
February 1, 2005, not the actual day on which such Scheduled Payments were due.

            "Debt Service Coverage Ratio" means either, (a) with respect to any
Mortgage Loan (other than a Co-op Mortgage Loan), as of any date of
determination, the ratio of (1) the annual, year-end net cash flow of the
related Mortgaged Property or Mortgaged Properties, determined as provided in
the NOI Adjustment Worksheet based on the most recent annual, year-end operating
statements provided by the Mortgagor (or if no annual, year-end operating
statements have been provided, based on such information provided by the
Mortgagor, including without limitation rent rolls and other unaudited financial
information, as the applicable Master Servicer shall determine in accordance
with the Servicing Standard) to (2) the annualized amount of debt service
payable on that Mortgage Loan or, in the case of Mortgage Loan Nos. 2-4, 9, 13,
25, 28, 30, 31, 37, 41, 45, 75 and 91, where periodic payments are interest-only
for a certain amount of time after origination after which date the Mortgage
Loan amortizes principal for the remaining term of the Mortgage Loan, the
annualized amount of debt service that will be payable under the Mortgage Loan
after the beginning of the amortization term of the Mortgage Loan, or (b) with
respect to any Co-op Mortgage Loan, as of any date of determination, the ratio
of (1) the Projected Net Cash Flow for the related Mortgaged Property on an
annualized basis to (2) the annualized amount of debt service payable on that
Co-op Mortgage Loan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of Certificates (other than the Class EI
Certificates and 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,
plus (C) if the Aggregate Certificate Balance is reduced because of a diversion
of principal in accordance with Section 5.2(a)(II)(iv), and there is a
subsequent recovery of amounts as described in Section 6.6(c)(i), then interest
at the applicable Pass-Through Rate that would have accrued and been
distributable with respect to the amount by which the Aggregate Certificate
Balance was so reduced, which interest shall accrue from the date that the
related Realized Loss is allocated through the end of the Interest Accrual
Period related to the Distribution Date on which such amounts are subsequently
recovered.

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

            "Distribution Date" means the 15th day of each month or, if such day
is not a Business Day, the next succeeding Business Day, commencing March 15,
2004.

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

            "Eligible Account" means an account (or accounts) that is any of the
following: (i) maintained with a depository institution or trust company whose
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are rated at least "F1" by Fitch 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 "AA" (or with respect to an account held by WaMu,
as a Primary Servicer or by Wachovia Bank, N.A., "A") by Fitch and "AA-" (or "A"
(without regard to any plus or minus), if the short-term unsecured debt
obligations are rated at least "A-1") by S&P, if the deposits are to be held in
the account more than 30 days, (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee, the Paying Agent or other
financial institution having a combined capital and surplus of at least
$50,000,000 and subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section 9.10(b), (iii) an
account or accounts of a depository institution acceptable to the Rating
Agencies, as evidenced by Rating Agency Confirmation with respect to the use of
any such account as a Certificate Account or the Distribution Account or in the
case of Escrow Accounts with respect to NCB, FSB Loans, any account maintained
with NCB, FSB (provided that NCB, FSB has a combined capital and surplus of at
least $40,000,000) or (iv) an account or accounts maintained with PNC Bank,
National Association ("PNC") so long as PNC's long-term unsecured debt rating
shall be at least "A" from Fitch and "A" (without regard to any plus or minus),
if the short-term unsecured debt obligations are rated at least "A-1" from S&P
(if the deposits are to be held in the account for more than 30 days) or PNC's
short-term deposit or short-term unsecured debt rating shall be at least "F1"
from Fitch and "A-1" from S&P (if the deposits are to be held in the account for
30 days or less). Notwithstanding anything in the foregoing to the contrary, an
account shall not fail to be an Eligible Account solely because it is maintained
with Wells Fargo Bank, National Association, a wholly owned subsidiary of Wells
Fargo & Co., provided that such subsidiary's or its parent's (A) commercial
paper, short-term unsecured debt obligations or other short-term deposits are at
least "P-1" in the case of Moody's and "A-1" in the case of S&P, if the deposits
are to be held in the account for 30 days or less, or (B) long-term unsecured
debt obligations are rated at least "Aa3" in the case of Moody's and AA-" (or
"A" (without regard to any plus or minus), if the short-term unsecured debt
obligations are rated at least "A-1") in the case of S&P, if the deposits are to
be held in the account for more than 30 days.

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

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

            (ii) demand or time deposits in, unsecured certificates of deposit
      of, money market deposit accounts of, or bankers' acceptances issued by,
      any depository institution or trust company (including the Trustee, the
      Master Servicers, the Special Servicers, the Paying Agent or any Affiliate
      of a Master Servicer, a Special Servicer, the Paying Agent or the Trustee,
      acting in its commercial capacity) incorporated or organized under the
      laws of the United States of America or any State thereof and subject to
      supervision and examination by federal or state banking authorities, so
      long as the commercial paper or other short-term debt obligations of such
      depository institution or trust company are rated "F-1" by Fitch and "A-1"
      (without regard to any plus or minus) by S&P or the long-term unsecured
      debt obligations of such depository institution or trust company have been
      assigned a rating by each Rating Agency at least equal "AA" by Fitch and
      "AA-" by S&P or its equivalent or, in each case, if not rated by a Rating
      Agency, then such Rating Agency has issued a Rating Agency Confirmation;

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

            (iv) debt obligations (other than stripped bonds or stripped
      coupons) bearing interest or sold at a discount issued by any corporation
      incorporated under the laws of the United States of America or any state
      thereof, which securities are rated "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 a Certificate Account to exceed 5% of the sum of the aggregate
      Certificate Principal Balance of the Principal Balance Certificates and
      the aggregate principal amount of all Eligible Investments in the
      Certificate Account;

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than one year after the date of issuance thereof)
      rated "F-1+" by Fitch and "A-1" (without regard to any plus or minus) by
      S&P (or for which Rating Agency Confirmation is obtained with respect to
      such ratings);

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

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

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

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

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

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

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

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

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

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

            "Euroclear" means the Euroclear system.

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

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

            "Excess Interest Sub-account" means an administrative account deemed
to be a sub-account of the Distribution Account, in accordance with the
provisions of Section 5.3. The Excess Interest Sub-account shall not be an asset
of any REMIC Pool formed hereunder.

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

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

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

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

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

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

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

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

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

            "Final Rated Distribution Date" means, with respect to each rated
Class of Certificates, the Distribution Date in July 2056.

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

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

            "Fiscal Agent" means ABN AMRO Bank, N.V., a foreign banking
organization organized under the laws of the Netherlands and its permitted
successors and assigns.

            "Fiscal Agent Termination Event" has the meaning set forth in
Section 4.7 hereof.

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

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

            "General Master Servicer" means Wells Fargo Bank, National
Association and its permitted successors or assigns.

            "General Special Servicer" means means Midland Loan Services, Inc.,
or any successor General Special Servicer as herein provided, including without
limitation any successor General Special Servicer appointed pursuant to Section
9.39.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Insurance Proceeds" means amounts paid by the insurer under any
Insurance Policy (other than amounts required to be paid over to the Mortgagor
(or used to restore the related Mortgaged Property) pursuant to law, the related
Mortgage Loan or the Servicing Standard).

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

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

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

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

            "Interest Reserve Amount" has the meaning set forth in Section
5.1(d).

            "Interest Reserve Loans" shall mean the Mortgage Loans which bear
interest other than on the basis of a 360-day year consisting of twelve 30-day
months.

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

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

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

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

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

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

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

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

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

            "Liquidation Fee" means a fee equal to the product of (x) 1.00%
(with respect to a Specially Serviced Mortgage Loan with a principal balance of
less than $20,000,000) or 0.75% (with respect to a Specially Serviced Mortgage
Loan with a principal balance of $20,000,000 or more) and (y) the Liquidation
Proceeds received in connection with full or partial liquidation of a Specially
Serviced Mortgage Loan or related REO Property and any Condemnation Proceeds or
Insurance Proceeds received by the Trust; provided, however, that in the case of
a final disposition consisting of the repurchase of a Mortgage Loan or REO
Property by a Seller pursuant to Section 2.3, such fee will only be paid by such
Seller and due to a Special Servicer if repurchased after the date that is 180
days or more after the applicable Seller receives notice of the breach or defect
causing the repurchase.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "MAI" means Member of the Appraisal Institute.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Monthly Certificateholders Report" means a report provided pursuant
to Section 5.4 by the 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 or Yield Maintenance Charges; (iii) the number of
outstanding Mortgage Loans and the aggregate Principal Balance and Scheduled
Principal Balance of the Mortgage Loans at the close of business on such
Determination Date; (iv) the number and aggregate Scheduled Principal Balance of
Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
delinquent 90 or more days, (D) as to which foreclosure proceedings have been
commenced, or (E) as to which bankruptcy proceedings have been commenced; (v)
with respect to any REO Property included in the Trust, the Principal Balance of
the related Mortgage Loan as of the date of acquisition of the REO Property and
the Scheduled Principal Balance thereof; (vi) as of the related Determination
Date (A) as to any REO Property sold during the related Collection Period, the
date of the related determination by the applicable Special Servicer that it has
recovered all payments which it expects to be finally recoverable and the amount
of the proceeds of such sale deposited into the Certificate Account, and (B) the
aggregate amount of other revenues collected by the Special Servicer with
respect to each REO Property during the related Collection Period and credited
to the Certificate Account, in each case identifying such REO Property by the
loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Primary Servicing Fee, the Special Servicing Fee and
the Excess Servicing Fees; (xi) the amount of Unpaid Interest, Realized Losses
or Expense Losses, if any, incurred with respect to the Mortgage Loans,
including a breakout by type of such Realized Losses or Expense Losses; (xii)
the aggregate amount of Servicing Advances and P&I Advances outstanding
separately stated that have been made by the applicable Master Servicer, the
applicable Special Servicer, the Trustee and the Fiscal Agent; and (xiii) the
amount of any Appraisal Reductions effected during the related Collection Period
on a loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date. In the case of information furnished pursuant to subclauses
(i), (ii) and (vii) above, the amounts shall be expressed in the aggregate and
as a dollar amount per $1,000 of original principal amount of the Certificates
for all Certificates of each applicable Class.

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

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

            "Mortgage File" means the mortgage documents listed below:

            (i) the original Mortgage Note bearing all intervening endorsements,
      endorsed in blank or endorsed "Pay to the order of LaSalle Bank National
      Association, as Trustee for Morgan Stanley Capital I Inc., Commercial
      Mortgage Pass-Through Certificates, Series 2005-IQ9, without recourse,
      representation or warranty" or if the original Mortgage Note is not
      included therein, then a lost note affidavit and indemnity with a copy of
      the Mortgage Note attached thereto;

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

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

            (iv) an original Assignment of Mortgage for each Mortgage Loan, in
      form and substance acceptable for recording, signed by the holder of
      record in blank or in favor of "LaSalle Bank National Association, as
      Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2005-IQ9";

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

            (vi) if the related Assignment of Leases is separate from the
      Mortgage, the original of such Assignment of Leases with evidence of
      recording thereon or certified by a title insurance company or escrow
      company to be a true copy thereof; provided that or, if such Assignment of
      Leases has not been returned on or prior to the 90th day following the
      Closing Date because of a delay caused by the applicable public recording
      office where such Assignment of Leases has been delivered for recordation
      or because such original Assignment of Leases has been lost, the Seller
      shall deliver or cause to be delivered to the Trustee a true and correct
      copy of such Assignment of Leases submitted for recording, together with,
      (A) in the case of a delay caused by the public recording office, an
      Officer's Certificate (as defined below) of the Seller stating that such
      Assignment of Leases has been sent to the appropriate public recording
      official for recordation or (B) in the case of an original Assignment of
      Leases that has been lost after recordation, a certification by the
      appropriate county recording office where such Assignment of Leases is
      recorded that such copy is a true and complete copy of the original
      recorded Assignment of Leases, in each case together with an original
      assignment of such Assignment of Leases, in recordable form, signed by the
      holder of record in favor of "LaSalle Bank National Association, as
      Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
      Pass-Through Certificates, Series 2005-IQ9," which assignment may be
      effected in the related Assignment of Mortgage);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Mortgage Loan Purchase Agreement VII" means that certain Mortgage
Loan Purchase Agreement between UCMFI and the Depositor dated as of February 1,
2005 with respect to the UCMFI Loans, a form of which is attached hereto as
Exhibit K-7.

            "Mortgage Loan Purchase Agreement VIII" means that certain Mortgage
Loan Purchase Agreement between TIAA and the Depositor dated as of February 1,
2005 with respect to the TIAA Loans, a form of which is attached hereto as
Exhibit K-8.

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

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

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

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

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

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

            "Mortgagor" means the obligor on a Mortgage Note.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "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 Regulations
Section 1.860E-1(c).

            "Nonrecoverable Advance" means the portion of any Advance (including
interest accrued thereon at the Advance Rate) or Unliquidated Advance (not
including interest thereon) previously made (or, in the case of an Unliquidated
Advance, not reimbursed to the Trust) or proposed to be made by a Master
Servicer, a Special Servicer, the Trustee or the Fiscal Agent that, in its
respective sole discretion, exercised in good faith and, with respect to such
Master Servicer and such Special Servicer, in accordance with the Servicing
Standard, will not be or, in the case of a current delinquency, would not be,
ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or Purchase Proceeds (or from any other collections) with
respect to the related Mortgage Loan or REO Property, as evidenced by an
Officer's Certificate delivered pursuant to Section 4.4. With respect to each
Mortgage Loan that is cross-collateralized by Mortgaged Properties securing
other Mortgage Loans, all of such Mortgaged Properties and other security must
be considered in connection with any determination of whether an Advance or
Unliquidated Advance is a Nonrecoverable Advance. Such Officer's Certificate
shall be delivered to the Trustee (upon which the Trustee may conclusively rely)
or to the Depositor (if the Trustee or the Fiscal Agent is delivering such
Officer's Certificate) and (in either case) to the applicable Special Servicer
and the Paying Agent in the time periods as specified in Section 4.4 and shall
include the information and reports set forth in Section 4.4. Absent bad faith,
the applicable Master Servicer's determination as to the nonrecoverability of
any Advance shall be conclusive and binding on the Certificateholders and may,
in all cases, be relied on by the Trustee and the Fiscal Agent; provided,
however, that the applicable Special Servicer may, at its option, make a
determination in accordance with the Servicing Standard that any P&I Advance or
Servicing Advance, if made, would be a Nonrecoverable Advance and shall deliver
to the Master Servicer and the Trustee notice of such determination. Absent bad
faith, such determination by the applicable Special Servicer shall be conclusive
and binding on the Certificateholders, the Master Servicers, the Trustee and the
Fiscal Agent. In making any nonrecoverability determination as described above,
the relevant party shall be entitled (i) to consider (among other things) the
obligations of the Mortgagor under the terms of the Mortgage Loan as it may have
been modified, (ii) to consider (among other things) the related Mortgaged
Properties in their "as is" then-current conditions and occupancies and such
party's assumptions (consistent with the Servicing Standard in the case of the
applicable Master Servicer or the applicable Special Servicer) regarding the
possibility and effects of future adverse change with respect to such Mortgaged
Properties, (iii) to estimate and consider, consistent with the Servicing
Standard in the case of the applicable Master Servicer or the applicable Special
Servicer (among other things), future expenses and (iv) to estimate and
consider, consistent with the Servicing Standard in the case of the applicable
Master Servicer or the applicable Special Servicer (among other things), the
timing of recovery to such party. In addition, the relevant party may,
consistent with the Servicing Standard in the case of the applicable Master
Servicer or the applicable Special Servicer, update or change its
nonrecoverability determinations at any time in accordance with the terms hereof
and may, consistent with the Servicing Standard in the case of the applicable
Master Servicer or the applicable Special Servicer, obtain from the applicable
Special Servicer any analysis, appraisals or other information in the possession
of such Special Servicer for such purposes.

            "Notional Amount" means, as of any date of determination: (i) with
respect to all of the Class X-1 Certificates as a Class, the Class X-1 Notional
Amount as of such date of determination; (ii) with respect to any Class X-1
Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-1 Notional Amount as of such date of determination;
(iii) with respect to all of the Class X-Y Certificates as a Class, the Class
X-Y Notional Amount as of such date of determination; (iv) with respect to any
Class X-Y Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-Y Notional Amount; (v) with respect to all of the
Class X-2 Certificates as a Class, the Class X-2 Notional Amount as of such date
of determination; (vi) with respect to any Class X-2 Certificate, the product of
the Percentage Interest evidenced by such Certificate and the Class X-2 Notional
Amount of such date of determination; (vii) with respect to any Group X-Y REMIC
I Regular Interest, the Principal Balance of the related Specially Designated
Co-op Mortgage Loan (or any successor REO Mortgage Loan), reduced by any
Advances of principal made with respect to such Specially Designated Co-op
Mortgage Loan and losses thereon previously allocated to Certificateholders; and
(viii) with respect to the REMIC II Regular Interest X-Y, the Class X-Y Notional
Amount, which is equal to the aggregate of the Notional Amounts with respect to
all Group X-Y REMIC I Regular Interests.

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

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

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

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

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

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

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

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

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

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

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

            "Pass-Through Rate" or "Pass-Through Rates" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC III
Regular Certificates, for the first Distribution Date, the rate set forth in the
Preliminary Statement hereto. For any Distribution Date occurring thereafter,
the Pass-Through Rates for (i)(A) the Group PB REMIC I Regular Interests shall
equal their respective REMIC I Net Mortgage Rates and (B) the Group X-Y REMIC I
Regular Interests, their respective Class X-Y Strip Rates on the related
Mortgage Loan for such Distribution Date, (ii)(A) the REMIC II Regular Interests
(other than REMIC II Regular Interest X-Y) shall equal the Weighted Average
REMIC I Net Mortgage Rate and (B) the REMIC II Regular Interest X-Y shall equal
the Weighted Average Class X-Y Strip Rate for such Distribution Date, (iii) the
Class A-1, Class A-2, Class A-3 , Class A-4, Class A-AB, Class A-5, Class A-1A,
Class B, Class C and Class D Certificates shall equal the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto, (iv)
the Class E Certificates shall equal a per annum rate equal to the lesser of
5.11% and the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (v) the Class F Certificates shall equal a per annum rate equal to the
lesser of 5.34% and the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vi) the Class G Certificates shall equal a per annum rate
equal to the lesser of 5.51% and the Weighted Average REMIC I Net Mortgage Rate
for such Distribution Date, (vii) the Class H Certificates shall equal a per
annum rate equal to the Weighted Average REMIC I Net Mortgage Rate less 0.08%
for such Distribution Date (viii) the Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates shall equal the lesser of (A) 4.61% and (B)
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (ix)
the Class X-1 Certificates shall equal the per annum rate equal to the weighted
average of Class X-1 Strip Rates for the Components for such Distribution Date
(weighted on the basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution Date),(x) the
Class X-2 Certificates shall equal the per annum rate equal to the weighted
average of the Class X-2 Strip Rates for the respective Class X-2 Components for
such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date) and (xi) the Class X-Y Certificates shall equal the Weighted
Average Class X-Y Strip Rate.

            "Paying Agent" means LaSalle Bank National Association and any
successor or assign, as provided herein.

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

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

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

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

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

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

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

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

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

            "Post Closing Request" has the meaning set forth in the applicable
Primary Servicing Agreements with respect to the Principal Loans.

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

            "Prepayment Interest Excess" means for any Distribution Date and the
related Collection Period, during which a full or partial Principal Prepayment
of a Mortgage Loan (including any payment of an unscheduled Balloon Payment
other than in connection with the foreclosure or liquidation of a Mortgage Loan)
is made on or after the Due Date for such Mortgage Loan through and including
the last day of the Collection Period (or, with respect to those Mortgage Loans
listed on Schedule XV, through and including the first Business Day prior to the
Master Servicer Remittance Date), the amount of interest that accrues on the
amount of such Principal Prepayment or Balloon Payment from such Due Date to the
date such payment was made, plus (if made) any payment by the related Mortgagor
of interest that would have accrued to the next succeeding Due Date (net of the
amount of any Master Servicing Fee, the Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee and the Trustee Fee in each case, to
the extent payable out of such collection of interest), to the extent collected.

            "Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including any payment of an unscheduled Balloon Payment 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 a payment during the
grace period relating to such Due Date). The amount of any Prepayment Interest
Shortfall shall equal the excess of (A) the aggregate amount of interest which
would have accrued at the REMIC I Net Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan for the 30 days ending on such Due Date if such
Principal Prepayment or Balloon Payment had not been made (net of the Master
Servicing Fee, the Primary Servicing Fees, the Excess Servicing Fees, the
Special Servicing Fee and the Trustee Fee), plus, with respect to each Specially
Designated Co-op Mortgage Loan, the related Class X-Y Strip Rate over (B) the
aggregate interest that did so accrue at the REMIC I Net Mortgage Rate plus,
with respect to each Specially Designated Co-op Mortgage Loan, the related Class
X-Y Strip Rate, through the date such payment was made.

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

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

            "Primary Servicers" means any of Union Central Mortgage Funding,
Inc., Principal Global Investors, LLC, Washington Mutual Bank, FA and Babson
Capital Management LLC and each of their respective permitted successors and
assigns.

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

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

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

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

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

            "Principal Balance Certificates" means, collectively, the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB Class A-5, Class A-1A, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates.

            "Principal Distribution Amount" means, on any Distribution Date, the
amount equal to the excess, if any, of (I) the sum of:

            (A) the aggregate (without duplication) of the following amounts
      received with respect to the Mortgage Loans: (i) the principal portion of
      all Scheduled Payments (other than the principal portion of Balloon
      Payments) and any Assumed Scheduled Payments, in each case, to the extent
      received or advanced, as the case may be, in respect of the Mortgage Loans
      and any REO Mortgage Loans for their respective Due Dates occurring during
      the related Collection Period; and (ii) all payments (including Principal
      Prepayments and the principal portion of Balloon Payments) and any other
      collections (including Liquidation Proceeds (other than the portion
      thereof, if any, constituting Excess Liquidation Proceeds), Condemnation
      Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received
      on or in respect of the Mortgage Loans during the related Collection
      Period that were identified and applied by the Master Servicer as
      recoveries of principal thereof;

            (B) the aggregate amount of any collections received on or in
      respect of the Mortgage Loans that represents a delinquent amount as to
      which an Advance had been made, which Advance or interest thereon was
      previously reimbursed during the Collection Period for a prior
      Distribution Date as part of a Workout-Delayed Reimbursement Amount for
      which a deduction was made under clause (II)(A) below with respect to such
      Distribution Date (with respect to each such Mortgage Loan, allocated
      first to the Loan Group Principal Distribution Amount related to the Loan
      Group that does not include such Mortgage Loan, and then to the Loan Group
      Principal Distribution Amount related to the Loan Group that includes such
      Mortgage Loan); and

            (C) the aggregate amount of any collections identified and applied
      by the applicable Master Servicer as recoveries of principal and received
      on or in respect of the Mortgage Loans during the related Collection
      Period that, in each case, represents a recovery of an amount previously
      determined (in a Collection Period for a prior Distribution Date) to have
      been a Nonrecoverable Advance and any interest thereon and for which a
      deduction was made under clause (II)(B) below with respect to a prior
      Distribution Date (with respect to each such Mortgage Loan, allocated
      first to the Loan Group Principal Distribution Amount related to the Loan
      Group that does not include such Mortgage Loan, and then to the Loan Group
      Principal Distribution Amount related to the Loan Group that includes such
      Mortgage Loan), and which are applied pursuant to Section 6.6(c)(i); over

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

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

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

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

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

            "Private Placement Memorandum" means the Private Placement
Memorandum dated February 15, 2005, pursuant to which the Class X-1, Class X-2,
Class X-Y, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates will be offered for sale.

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

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

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

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

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

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

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

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

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

            "Rating Agencies" means Fitch and S&P.

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

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

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

            "Realized Principal Loss" means, with respect to each Mortgage Loan,
(i) in the case of a Liquidation Realized Loss, the amount of such Realized
Loss, to the extent that it does not exceed the Principal Balance of the
Mortgage Loan (or deemed Principal Balance, in the case of REO Property), (ii)
in the case of a Modification Loss, the amount of such Modification Loss
described in clause (i) of the definition thereof, (iii) in the case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to the reduction
in the Principal Balance of the related Mortgage Loan, (iv) in the case of an
Expense Loss, the portion thereof not treated as a Realized Interest Loss and
(v) the amounts in respect thereof that are withdrawn from the Certificate
Account pursuant to Section 6.6(b)(i). Notwithstanding clause (iv) of the
preceding sentence, to the extent that Expense Losses (exclusive of Expense
Losses resulting from payment of the Special Servicing Fee) exceed amounts with
respect to a Mortgage Loan that were identified as allocable to principal, such
excess shall be treated as a Realized Interest Loss.

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

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

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

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

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

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

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

            "Rehabilitated Mortgage Loan" means any Specially Serviced Mortgage
Loan with respect to which (i) three consecutive Scheduled Payments have been
made (in the case of any such Mortgage Loan that was modified, based on the
modified terms), or a complete defeasance shall have occurred, (ii) no other
Servicing Transfer Event has occurred and is continuing (or with respect to
determining whether a Required Appraisal Loan is a Rehabilitated Mortgage Loan
for applying Appraisal Reductions, no other Appraisal Event has occurred and is
continuing) and (iii) one of the following statements is true with respect to
any cost incurred as a result of the occurrence of the Servicing Transfer Event:
(a) the cost has been reimbursed to the Trust, (b) the Mortgagor's obligation to
pay the cost has been forgiven, (c) the Mortgagor has agreed in writing to
reimburse such costs or (d) the cost represents an amount that has been the
subject of an Advance made with respect to the Mortgage Loan following default,
the mortgage loan has been worked out under terms that do not provide for the
repayment of such Advance in full upon the execution of the workout arrangement
but the Mortgagor is nonetheless obligated under the terms of the workout
arrangement to reimburse such Advance in the future.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REMIC II Regular Interest A-2-5" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

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

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

             "REMIC II Regular Interest A-3-5" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

            "REMIC II Regular Interest A-3-6" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

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

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

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

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

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

            "REMIC II Regular Interest A-5-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance as set forth in the Preliminary
Statement, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate.

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

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

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

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

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

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

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

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

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

            "REMIC II Regular Interest A-1A-10" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance as set forth in the
Preliminary Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-11" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance as set forth in the
Preliminary Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-12" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance as set forth in the
Preliminary Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-13" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance as set forth in the
Preliminary Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate.

            "REMIC II Regular Interest A-1A-14" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance as set forth in the
Preliminary Statement, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1-1, REMIC II Regular Interest A-1-2, REMIC II Regular
Interest A-1-3, REMIC II Regular Interest A-2-1, REMIC II Regular Interest
A-2-2, REMIC II Regular Interest A-2-3, REMIC II Regular Interest A-2-4, REMIC
II Regular Interest A-2-5, REMIC II Regular Interest A-3-1, REMIC II Regular
Interest A-3-2, REMIC II Regular Interest A-3-3, REMIC II Regular Interest
A-3-4, REMIC II Regular Interest A-3-5, REMIC II Regular Interest A-3-6, REMIC
II Regular Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II Regular
Interest A-AB-1, REMIC II Regular Interest A-AB-2, REMIC II Regular Interest
A-AB-3, REMIC II Regular Interest A-5-1, REMIC II Regular Interest A-5-2, REMIC
II Regular Interest A-1A-1, REMIC II Regular Interest A-1A-2, REMIC II Regular
Interest A-1A-3, REMIC II Regular Interest A-1A-4, REMIC II Regular Interest
A-1A-5, REMIC II Regular Interest A-1A-6, REMIC II Regular Interest A-1A-7,
REMIC II Regular Interest A-1A-8, REMIC II Regular Interest A-1A-9, REMIC II
Regular Interest A-1A-10, REMIC II Regular Interest A-1A-11, REMIC II Regular
Interest A-1A-12, REMIC II Regular Interest A-1A-13, REMIC II Regular Interest
A-1A-14, REMIC II Regular Interest A-J, REMIC II Regular Interest B-1, REMIC II
Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest
C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest D-1, REMIC II
Regular Interest D-2, REMIC II Regular Interest D-3, REMIC II Regular Interest
E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F-1, REMIC II
Regular Interest F-2, REMIC II Regular Interest G-1, REMIC II Regular Interest
G-2, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC II
Regular Interest J-1, REMIC II Regular Interest J-2, REMIC II Regular Interest
K, REMIC II Regular Interest L-1, REMIC II Regular Interest L-2, REMIC II
Regular Interest M, REMIC II Regular Interest N, REMIC II Regular Interest O,
REMIC II Regular Interest P and REMIC II Regular Interest X-Y.

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

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

            "REMIC III Regular Certificates" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-AB Certificates, Class A-5 Certificates, Class A-1A
Certificates, Class A-J Certificates, Class X-1 Certificates, Class X-2
Certificates, Class X-Y Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates, Class N Certificates,
Class O Certificates and Class P Certificates.

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

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

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

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

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

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

            "REO Income" means, with respect to any REO Property, except as set
forth below, all income received in connection with such REO Property during
such period less any operating expenses, utilities, real estate taxes,
management fees, insurance premiums, expenses for maintenance and repairs and
any other capital expenses directly related to such REO Property paid during
such period.

            "REO Mortgage Loan" means a Mortgage Loan, as to which the related
Mortgaged Property is an REO Property or a Mortgaged Property acquired under an
Other Pooling and Servicing Agreement.

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

            "Report Date" means the close of business on the third Business Day
before the related Distribution Date.

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

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

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

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

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

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

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

            "Reverse Sequential Order" means sequentially to the Class P, Class
O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C, Class B, Class A-J and finally to the Class X-1, Class X-2,
Class X-Y, Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5 and
Class A-1A Certificates on a pro rata basis, as described herein.

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

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

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

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

            "Scheduled Payment" means each scheduled payment of principal of,
and/or interest on, a Mortgage Loan required to be paid on its Due Date by the
Mortgagor in accordance with the terms of the related Mortgage Note (excluding
all amounts of principal and interest which were due on or before the Cut-Off
Date, whenever received, and taking account of any modifications thereof and the
effects of any Debt Service Reduction Amounts and Deficient Valuation Amounts).

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

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

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

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

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

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

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

            "Servicing Standard" means, with respect to each Master Servicer,
each Primary Servicer and each Special Servicer the higher of the following
standards of care:

            (i) the same general manner in which and with the same care, skill,
      prudence and diligence with which the applicable Master Servicer, any
      applicable Primary Servicer or the applicable Special Servicer, as the
      case may be, services and administers similar mortgage loans for other
      third-party portfolios, giving due consideration to customary and usual
      standards of practice of prudent institutional commercial mortgage loan
      servicers servicing mortgage loans which are similar to the Mortgage Loans
      and to the maximization of the net present value of the Mortgage Loans; or

            (ii) the care, skill, prudence and diligence the applicable Master
      Servicer, any applicable Primary Servicer or the applicable Special
      Servicer, as the case may be, uses for loans which it owns and which are
      similar to the Mortgage Loans, giving due consideration to the
      maximization of the net present value of the Mortgage Loans;

but without regard to: (I) any other relationship that the applicable Master
Servicer, the applicable Special Servicer, any applicable Primary Servicer, any
applicable Sub-Servicer, the Depositor or the Trustee, or any Affiliate of any
of them may have with the related Mortgagor or any Affiliate of the Mortgagor,
the Depositor or Seller; (II) the ownership of any Certificate by the applicable
Master Servicer, any applicable Primary Servicer, any applicable Sub-Servicer,
the applicable Special Servicer or any Affiliate of any of them; (III) the
applicable Master Servicer's, the applicable Special Servicer's, the Trustee's
or the Fiscal Agent's obligation to make P&I Advances and Servicing Advances as
specified herein or to incur servicing expenses (subject to the terms of this
Agreement regarding the making or collection of Nonrecoverable Advances); (IV)
the applicable Master Servicer's, any applicable Primary Servicer's, any
applicable Sub-Servicer's or the applicable Special Servicer's right to receive
compensation for its services hereunder or with respect to any particular
transaction; (V) the ownership or servicing or management for others by the
applicable Master Servicer, any applicable Primary Servicer, any applicable
Sub-Servicer or the applicable Special Servicer of any other mortgage loans or
property; (VI) any obligation of the applicable Master Servicer or the
applicable Special Servicer or an Affiliate thereof to pay any indemnity with
respect to any repurchase obligation; (VII) any option to purchase any Mortgage
Loan it may have; (VIII) the ownership of any indebtedness of any Mortgagor or
Affiliate of any Mortgagor by the applicable Master Servicer, any applicable
Primary Servicer, any applicable Sub-Servicer or the applicable Special Servicer
or any Affiliate of any of them; or (IX) any obligation of any Seller to
repurchase any Mortgage Loan pursuant to any Mortgage Loan Purchase Agreement.

            "Servicing Transfer Event" means the occurrence of any of the
following events: (i) any Mortgage Loan as to which a Balloon Payment is past
due, and the applicable 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 90th day succeeding the date the Balloon
Payment was due (unless (A) the Mortgagor makes all monthly payments that would
have become due if such Mortgage Loan had not matured, based on the amortization
term of such Mortgage Loan, (B) the Mortgagor has received a commitment for
refinancing that is acceptable to the Operating Adviser prior to the end of such
90 day period, and (C) such refinancing is obtained on or before the 150th 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 as to which,
to the applicable Master Servicer's knowledge, the Mortgagor has consented to
the appointment of a receiver or conservator in any insolvency or similar
proceeding of, or relating to, such Mortgagor or to all or substantially all of
its property, or the Mortgagor has become the subject of a decree or order
issued under a bankruptcy, insolvency or similar law and such decree or order
shall have remained undischarged, undismissed or unstayed for a period of 30
days; (iii) any Mortgage Loan as to which the Master Servicer shall have
received notice of the foreclosure or proposed foreclosure of any other lien on
the Mortgaged Property; (iv) any Mortgage Loan as to which the applicable Master
Servicer has knowledge of a default (other than a failure by the related
Mortgagor to pay principal or interest) which in the good faith reasonable
judgment of such Master Servicer materially and adversely affects the interests
of the Certificateholders and which has occurred and remains unremedied for the
applicable grace period specified in such Mortgage Loan (or, if no grace period
is specified, 60 days); (v) any Mortgage Loan as to which the Mortgagor admits
in writing its inability to pay its debts generally as they become due, files a
petition to take advantage of any applicable insolvency or reorganization
statute, makes an assignment for the benefit of its creditors or voluntarily
suspends payment of its obligations; and (vi) any Mortgage Loan as to which, in
the good faith reasonable judgment of the Master Servicer, (a) a payment default
is imminent or is likely to occur within 60 days and such default, in the
judgment of such Master Servicer, is reasonably likely to materially and
adversely affect the interests of the Certificateholders or (b) any other
default is imminent or is likely to occur within 60 days and such default, in
the judgment of such Master Servicer, is reasonably likely to materially and
adversely affect the interests of the Certificateholders.

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

            "Sole Certificateholder" means any Certificateholder (or
Certificateholders provided they act in unanimity) holding 100% of the then
outstanding Class X-1, Class X-2, Class X-Y, Class J, Class K, Class L, Class M,
Class N, Class O, Class P and Class EI Certificates or an assignment of the
voting rights thereof; provided, however, that the Certificate Balances of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class A-1A,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates have been reduced to zero.

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

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

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

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

            "Special Servicing Fee Rate" means 0.25% per annum (with respect to
each Specially Serviced Mortgage Loan with a principal balance of less than
$20,000,000) or 0.15% per annum (with respect to each Specially Serviced
Mortgage Loan with a principal balance of $20,000,000 or more).

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

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

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

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

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

            "Sub-Servicing Agreement" means the IXIS Sub-Servicing Agreement
and/or TIAA Sub-Servicing Agreement.

            "Subordinate Certificates" means, collectively, the Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O and Class P Certificates.

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

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

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

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

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

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

            "TIAA Sub-Servicer" means Heitman Financial Services, LLC, GMAC
Commerical Mortgage, Inc., Dwyer-Curlett, Inc., Walker & Dunlop, Inc. and
Newmark Realty Capital, Inc., each in its capacity as sub-servicer of the
TIAA Loans pursuant to the TIAA Sub-Servicing Agreements.

            "TIAA Sub-Servicing Agreements" means the agreement between
Heitman Financial Services, LLC, GMAC Commerical Mortgage, Inc.,
Dwyer-Curlett, Inc., Walker & Dunlop, Inc. and Newmark Realty Capital, Inc.,
respectively, and the Master Servicer, each dated as of February 1, 2005,
under which such person services the TIAA Mortgage Loans set forth on the
schedule attached thereto.

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

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

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

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

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

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

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

            "Trustee Fee Rate" means 0.0014% per annum.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Work-Out Fee" means a fee payable with respect to any Rehabilitated
Mortgage Loan, equal to the product of (x) 1.00% (with respect to any
Rehabilitated Mortgage Loan with a principal balance of less than $20,000,000)
or 0.75% (with respect to any Rehabilitated Mortgage Loan with a principal
balance of $20,000,000 or more) 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 for so long as
it remains a Rehabilitated Mortgage Loan or otherwise payable as set forth in
Section 9.21(d).

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

            Section 1.2 Calculations Respecting Mortgage Loans

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

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

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

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

            Section 1.3 Calculations Respecting Accrued Interest

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

            Section 1.4 Interpretation

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

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

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

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

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

            Section 1.5 ARD Loan

            Notwithstanding any provision of this Agreement:

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

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

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

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

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

                                   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 and (iv) all other assets included or to be included in
REMIC I for the benefit of REMIC II and REMIC III. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage
Loans and due after the Cut-Off Date. The transfer of the Mortgage Loans and the
related rights and property accomplished hereby is absolute and is intended by
the parties to constitute a sale. In connection with the initial sale of the
Certificates by the Depositor, the purchase price to be paid includes a portion
attributable to interest accruing on the Certificates from and after the Cut-Off
Date.

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

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

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

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

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

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

            Section 2.2 Acceptance by Trustee

            The Trustee will hold (i) the documents constituting a part of the
Mortgage Files delivered to it, (ii) the REMIC I Regular Interests, (iii) the
REMIC II Regular Interests and (iv) the assets of the Class EI Grantor Trust, in
each case, in trust for the use and benefit of all present and future
Certificateholders.

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

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

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

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

            Other than with respect to any original letters of credit relating
to the Principal Loans, which original letters of credit shall be held by
Principal Global Investors, LLC, the Master Servicer agrees to hold all of the
original letters of credit, which are part of the Mortgage File, in trust for
the benefit of the Trust Fund.

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

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

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

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

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

            If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans and (iii) the applicable document defect or
breach does not constitute a Material Document Defect or Material Breach, as the
case may be, as to such other Mortgage Loans (without regard to this paragraph),
then the applicable document defect or breach (as the case may be) shall be
deemed to constitute a Material Document Defect or Material Breach (as the case
may be) as to each such other Mortgage Loan for purposes of the above
provisions, and the related Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above unless, in
the case of such breach or document defect, both of the following conditions
would be satisfied if the related Seller were to repurchase or replace only
those Mortgage Loans as to which a Material Breach or Material Document Defect
had occurred without regard to this paragraph (the "Affected Loan(s)"): (1) the
debt service coverage ratio for all such other Mortgage Loans (excluding the
Affected Loan(s)) for the four calendar quarters immediately preceding the
repurchase or replacement (determined as provided in the definition of Debt
Service Coverage Ratio, except that net cash flow for such four calendar
quarters, rather than year-end, shall be used) is not less than 0.10x below the
lesser of (x) the debt service coverage ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "NCF DSCR" in
Appendix II to the Final Prospectus Supplement and (y) the debt service coverage
ratio for all such Mortgage Loans that are cross-collateralized and
cross-defaulted with one another (including the Affected Loan(s)) for the four
preceding calendar quarters preceding the repurchase or replacement (determined
as provided in the definition of Debt Service Coverage Ratio, except that net
cash flow for such four calendar quarters, rather than year-end, shall be used),
and (2) the Loan-to-Value Ratio for all such other Mortgage Loans (excluding the
Affected Loan(s)) is not greater than 10% more than the greater of (x) the
loan-to-value ratio for all such Mortgage Loans (including the Affected Loan(s))
set forth under the heading "Cut-Off Date LTV" in Appendix II to the Final
Prospectus Supplement and (y) the Loan-to-Value Ratio for all such Mortgage
Loans that are cross-collateralized and cross-defaulted with one another
(including the Affected Loan(s)). The determination of the applicable Master
Servicer as to whether the conditions set forth above have been satisfied shall
be conclusive and binding in the absence of manifest error. The applicable
Master Servicer will be entitled to cause to be delivered, or direct the related
Seller to (in which case the related Seller shall) cause to be delivered to such
Master Servicer: (i) an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied, in each case at the expense of the related Seller
if the scope and cost of the Appraisal is approved by the related Seller (such
approval not to be unreasonably withheld) and (ii) an Opinion of Counsel that
not requiring the repurchase of each such other Mortgage Loan will not result in
an Adverse REMIC Event.

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

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

            (b) If the related Seller disputes that a Material Document Defect
or Material Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect a correction or cure of such Material Document Defect or Material
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a
Specially Serviced Mortgage Loan, the applicable Special Servicer may, subject
to the Servicing Standard, modify, work-out or foreclose, sell or otherwise
liquidate (or permit the liquidation of) the Mortgage Loan pursuant to Section
9.5, Section 9.12, Section 9.15 and Section 9.36, as applicable, of this
Agreement, while pursuing the repurchase claim. Each Seller acknowledges and
agrees that any modification of the Mortgage Loan pursuant to such a work-out
shall not constitute a defense to any repurchase claim nor shall such
modification or work-out change the Purchase Price due from the related Seller
for any repurchase claim. The Seller shall be notified promptly and in writing
by (i) the Trustee of any notice that it receives that an Option Holder intends
to exercise its Option to purchase the Mortgage Loan in accordance with and as
described in Section 9.36 of this Agreement and (ii) the applicable Special
Servicer of any offer that it receives to purchase the applicable REO Property,
each in connection with such liquidation. Upon the receipt of such notice by the
Seller, the Seller shall then have the right, subject to any repurchase
obligation under this Section 2.3 with respect to such Mortgage Loan, to
repurchase the related Mortgage Loan or REO Property, as applicable, from the
Trust at a purchase price equal to, in the case of clause (i) of the immediately
preceding sentence, the Option Purchase Price or, in the case of clause (ii) of
the immediately preceding sentence, the amount of such offer. Notwithstanding
anything to the contrary contained in this Agreement or in the related Mortgage
Loan Purchase Agreement, the right of any Option Holder to purchase such
Mortgage Loan shall be subject and subordinate to the related Seller's right to
purchase such Mortgage Loan as described in the immediately preceding sentence.
The related Seller shall have five Business Days from the date of its receipt of
a notice of such intention to exercise such Option or such offer to notify the
Trustee or applicable Special Servicer, as applicable, of its intent to so
purchase the Mortgage Loan or related REO Property. The applicable 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 such Seller to evaluate the Mortgage Loan or REO Property.
Any sale of the Mortgage Loan, or foreclosure upon such Mortgage Loan and sale
of the REO Property, to a Person other than the related Seller shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the related Seller and (ii) representation or warranty of any kind (either
expressed or implied) by the related Seller to or for the benefit of such
Person.

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

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

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

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

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

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

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

            Section 2.4 Representations and Warranties

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

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

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

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

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

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

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

            Section 2.5 Conveyance of Interests

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

                                   ARTICLE III

                                THE CERTIFICATES

            Section 3.1 The Certificates

            (a) The Certificates shall be in substantially the forms set forth
in Exhibits A-1 through A-29 hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement or as may in the reasonable judgment of the Trustee or the
Depositor be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which any of
the Certificates may be listed, or as may, consistently herewith, be determined
by the officers executing such Certificates, as evidenced by their execution
thereof.

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

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

            (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates to the
Authenticating Agent for authentication and the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise. In the event that additional Certificates need to be prepared at any
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared, deliver, or cause to be delivered, at the Depositor's expense, any
such additional Certificates. With respect to the Class A, Class A-J, Class X-1,
Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates that are
issued in book-entry form, on the Closing Date, the Authenticating Agent upon
the order of the Depositor shall authenticate Book-Entry Certificates that are
issued to a Clearing Agency or its nominee as provided in Section 3.7 against
payment of the purchase price thereof. With respect to the Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class EI and Class X-Y Certificates
that are issued in definitive form, on the Closing Date, the Authenticating
Agent upon the order of the Depositor shall authenticate Definitive Certificates
that are issued to the registered holder thereof against payment of the purchase
price thereof.

            Section 3.2 Registration

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

            Section 3.3 Transfer and Exchange of Certificates

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

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

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

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

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

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

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

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

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

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

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

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

The General 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 as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is not a Permitted
Transferee, including the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of
such Residual Certificate. The Person holding the Ownership Interest in a
Residual Certificate shall be responsible for the reasonable compensation of the
General Master Servicer and the Paying Agent for providing such information. The
NCB Master Servicer shall take all reasonable action to cooperate with the
General Master Servicer in making such information available, as applicable.

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

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

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

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

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

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

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

            Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates

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

            Section 3.5 Persons Deemed Owners

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

            Section 3.6 Access to List of Certificateholders' Names and
Addresses

            If three or more Certificateholders, a Certificateholder holding all
the Certificates of any Class of Certificates, any Master Servicer, any Special
Servicer, the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicers, the Special Servicers, the Depositor, the Paying Agent,
the Trustee 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 A-4, Class A-AB,
Class A-5, Class A-1A, Class A-J, Class X-1, Class X-2, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates, upon original issuance, each shall be
issued in the form of one or more Certificates representing the Book-Entry
Certificates, to be delivered to the Certificate Registrar, as custodian for The
Depository Trust Company (the "Depository"), the initial Clearing Agency, by, or
on behalf of, the Depositor, provided that any Non-Investment Grade Certificates
sold to Institutional Accredited Investors who are not Qualified Institutional
Buyers will be issued as Definitive Certificates. The Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the Depository, as the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates, except as provided in Section
3.9. Unless and until Definitive Certificates have been issued to the
Certificate Owners pursuant to Section 3.9:

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

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

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

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

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

            (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class A-1A,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates sold to Institutional Accredited Investors shall be represented by
the Rule 144A IAI Global Certificate for such Class, which shall be deposited
with the Certificate Registrar, as custodian for the Depository and registered
in the name of Cede & Co. as nominee of the Depository. The Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates initially sold to
Institutional Accredited Investors shall be represented by IAI Definitive
Certificates for such Class. The Certificates evidenced by any Rule 144A IAI
Global Certificate or IAI Definitive Certificate shall be subject to certain
restrictions on transfer as set forth in Section 3.3 hereof and shall bear
legend(s) regarding such restrictions described herein.

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

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

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

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

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

            Section 3.8 Notices to Clearing Agency

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

            Section 3.9 Definitive Certificates

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

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

                                   ARTICLE IV

                                    ADVANCES

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

            Section 4.1 P&I Advances by the Master Servicers

            (a) On or prior to the Advance Report Date, the applicable Master
Servicer shall notify the Trustee and the Paying Agent if the P&I Advance Amount
for such Distribution Date is greater than zero, and such Master Servicer shall
only make a P&I Advance in respect of each Mortgage Loan of such amount on the
Master Servicer Remittance Date. It is understood that the obligation of each
Master Servicer to make such P&I Advances is mandatory and shall apply through
any court appointed stay period or similar payment delay resulting from any
insolvency of the Mortgagor or related bankruptcy, notwithstanding any other
provision of this Agreement. Notwithstanding the foregoing, the applicable
Master Servicer shall not be required to make such P&I Advance, if such Master
Servicer determines, in accordance with Section 4.4 below, that any such P&I
Advance would be a Nonrecoverable Advance and shall not make such P&I Advance if
such P&I Advance, if made, would be a Nonrecoverable Advance as determined by
the applicable Special Servicer in accordance with the Servicing Standard and
the Special Servicer has notified the Master Servicer of such determination not
later than 24 hours (and on a Business Day) prior to the date on which the
Master Servicer would be required to make such P&I Advance in the absence of a
recoverability determination. Such determination shall be conclusive and binding
on the Trustee, the Fiscal Agent and the Certificateholders. The Master
Servicers, the Trustee, and the Fiscal Agent shall not advance default interest,
Balloon Payments, Prepayment Premiums.

            (b) No Special Servicer shall make P&I Advances under this
Agreement. If a Master Servicer fails to make a P&I Advance that it is required
to make under this Section 4.1, it shall promptly notify the Trustee and the
Paying Agent of such failure.

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

            Section 4.2 Servicing Advances

            The applicable Master Servicer and, if such Master Servicer does
not, the Trustee to the extent the Trustee receives written notice from the
Paying Agent that such Advance has not been made by such Master Servicer, and if
the Trustee does not, the Fiscal Agent (if the Fiscal Agent has knowledge that
such Advance is required to be made) shall make Servicing Advances to the extent
provided in this Agreement, except to the extent that such Master Servicer, the
Trustee or the Fiscal Agent, as applicable, determines in accordance with
Section 4.4 below, that any such Advance would be a Nonrecoverable Advance. If
such Master Servicer, the Trustee or the Fiscal Agent, as applicable, determines
that such advance would constitute a Nonrecoverable Advance, then such party
shall promptly deliver notice of such determination to the applicable Special
Servicer. Upon receipt of such notice, the applicable Special Servicer shall
determine (with the reasonable assistance of such Master Servicer, the Trustee
or the Fiscal Agent, as applicable) whether the payment of such amount is (i)
necessary to preserve the related Mortgaged Property and (ii) would be in the
best interest of the Certificateholders. If such Special Servicer shall
determine that the payment of such amount is (i) necessary to preserve the
related Mortgaged Property and (ii) would be in the best interest of the
Certificateholders, then such Special Servicer shall direct such Master
Servicer, Trustee or the Fiscal Agent, as applicable, in writing to make such
payment and such party shall make such payment from amounts in the Certificate
Account. Such determination by such Master Servicer or such Special Servicer
shall be conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders. The applicable Special Servicer shall not be required to
make Servicing Advances under this Agreement, but may make such Servicing
Advances at its option in which event the Master Servicer shall reimburse such
Special Servicer within 30 days of receipt of a statement therefor. The
applicable Special Servicer shall notify the applicable Master Servicer that a
Servicing Advance is required in connection with a Specially Serviced Mortgage
Loan or REO Property, and such Master Servicer shall make such Servicing Advance
within five Business Days of receipt of such notice. Promptly after discovering
that such applicable Master Servicer has failed to make a Servicing Advance that
such Master Servicer is required to make hereunder, the Paying Agent shall
promptly notify the Trustee in writing of the failure by such Master Servicer to
make such Servicing Advance. The applicable Master Servicer may make Servicing
Advances in its own discretion if it determines that making such Servicing
Advance is in the best interest of the Certificateholders, even if such Master
Servicer or the applicable Special Servicer has determined, in accordance with
Section 4.4 below, that any such Advance would be a Nonrecoverable Advance.

            Section 4.3 Advances by the Trustee and the Fiscal Agent

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

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

            (c) To the extent that the Trustee fails to make a Servicing Advance
required to be made by the Trustee hereunder by the later of (i) the date such
Servicing Advance is required to be made and (ii) five Business Days after the
date the Trustee has received notice pursuant to subsection (b) above, that such
Servicing Advance has not been made by the applicable Master Servicer (other
than a Servicing Advance that such Master Servicer or the Trustee has determined
to be a Nonrecoverable Advance), the Fiscal Agent shall make such Servicing
Advance, unless the Fiscal Agent determines that such Servicing Advance, if
made, would be a Nonrecoverable Advance. If the Fiscal Agent determines that
such advance would constitute a Nonrecoverable Advance, then the Fiscal Agent
shall deliver notice of such determination to the applicable Special Servicer.
Upon receipt of such notice, the applicable Special Servicer shall determine
(with the reasonable assistance of the Fiscal Agent) whether the payment of such
amount is (i) necessary to preserve the related Mortgaged Property and (ii)
would be in the best interest of the Certificateholders. If such Special
Servicer shall determine that the payment of such amount is (i) necessary to
preserve the related Mortgaged Property and (ii) would be in the best interest
of the Certificateholders, then such Special Servicer shall direct the Paying
Agent in writing to make such payment and the Paying Agent shall make such
payment from amounts in the Distribution Account.

            The initial Trustee's failure to make any Advance required to be
made by it hereunder shall not constitute a default by the initial Trustee
hereunder if the initial Fiscal Agent makes such Advance at or before the time
when the Trustee was required to make such Advance.

            Section 4.4 Evidence of Nonrecoverability

            (a) If a Master Servicer or the applicable Special Servicer
determines at any time, in its sole discretion, exercised in accordance with the
Servicing Standard, that any Advance previously made (or Unliquidated Advance in
respect thereof) or any proposed Advance, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate delivered to the Trustee, the applicable Master Servicer or the
applicable Special Servicer, the Paying Agent, the Operating Adviser and the
Rating Agencies promptly upon making such determination, but in no event later
than the Business Day following the date of such determination. Such Officer's
Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the applicable Master Servicer's or applicable Special Servicer's
possession, any related financial information such as related income and expense
statements, rent rolls (with respect to mortgaged properties other than
residential cooperative properties), occupancy status, property inspections and
any Appraisals performed within the last 12 months on the Mortgaged Property,
and, if such reports are used by the applicable Master Servicer or the
applicable Special Servicer to determine that any P&I Advance or Servicing
Advance, as applicable, would be a Nonrecoverable Advance, any engineers'
reports, environmental surveys, internal final valuations or other information
relevant thereto which support such determination. If the Trustee or the Fiscal
Agent, as applicable, determines at any time, in its sole discretion, exercised
in good faith, that any portion of an Advance previously made or a portion of a
proposed Advance that the Trustee or the Fiscal Agent, as applicable, is
required to make pursuant to this Agreement, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate of a Responsible Officer of the Trustee or the Fiscal Agent, as
applicable, delivered to the Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Paying Agent and the Operating Adviser similar
to the Officer's Certificate of a Master Servicer or a Special Servicer
described in the prior sentence. The Trustee and the Fiscal Agent shall not be
required to make an Advance that the applicable Master Servicer or the
applicable Special Servicer has previously determined to be a Nonrecoverable
Advance. Notwithstanding any other provision of this Agreement, none of the
Master Servicers, the Special Servicers, the Trustee or the Fiscal Agent shall
be obligated to, nor shall it, make any Advance or make any payment that is
designated in this Agreement to be an Advance, if it determines in its good
faith business judgment and, with respect to the applicable Master Servicer or
the applicable Special Servicer, in accordance with the Servicing Standard, that
such Advance or such payment (including interest accrued thereon at the Advance
Rate) would be a Nonrecoverable Advance. Absent bad faith, the applicable Master
Servicer's determination as to the nonrecoverability of any Advance shall be
conclusive and binding on the Certificateholders and may, in all cases, be
relied on by the Trustee and the Fiscal Agent; provided, however, that the
applicable Special Servicer may, at its option, make a determination in
accordance with the Servicing Standard that any P&I Advance or Servicing
Advance, if made, would be a Nonrecoverable Advance and shall deliver to the
Master Servicer and the Trustee notice of such determination. Absent bad faith,
such determination by the applicable Special Servicer shall be conclusive and
binding on the Certificateholders, the Master Servicers, the Trustee and the
Fiscal Agent. The applicable Master Servicer shall consider Unliquidated
Advances in respect of prior P&I Advances and Servicing Advances as outstanding
Advances for purposes of nonrecoverability determinations as if such
Unliquidated Advance were a P&I Advance or Servicing Advance, as applicable.

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

            Any unreimbursed Advance funded from each Master Servicer's, each
Special Servicer's, the Trustee's or the Fiscal Agent's own funds shall accrue
interest on a daily basis, at a per annum rate equal to the Advance Rate, from
and including the date such Advance was made to but not including the date on
which such Advance has been reimbursed; provided, however, that neither the
Master Servicers nor any other party shall be entitled to interest accrued on
the amount of any P&I Advance with respect to any Mortgage Loan for the period
commencing on the date of such P&I Advance and ending on the day on which the
grace period applicable to the related Mortgagor's obligation to make the
related Scheduled Payment expires pursuant to the related Mortgage Loan
documents. For purposes of determining whether a P&I Advance is outstanding,
amounts collected with respect to a particular Mortgage Loan or a particular REO
Property and treated as collections of principal or interest shall be applied
first to reimburse the earliest P&I Advance and then each succeeding P&I Advance
to the extent not inconsistent with Section 4.6. The applicable Master Servicer
shall use efforts consistent with the Servicing Standard to collect (but shall
have no further obligation to collect), with respect to the Mortgage Loans that
are not Specially Serviced Mortgage Loans, Late Fees and default interest from
the Mortgagor in an amount sufficient to pay Advance Interest incurred and
unpaid with respect to such Mortgage Loan arising on or after the Cut-off Date.
The applicable Master Servicer shall be entitled to retain Late Fees and default
interest paid by any Mortgagor during a Collection Period with respect to any
Mortgage Loan (other than the portion of such Late Fees and default interest
that relates to the period commencing after the Servicing Transfer Event in
respect of a Specially Serviced Mortgage Loan, as to which the applicable
Special Servicer shall retain Late Fees and default interest with respect to
such Specially Serviced Mortgage Loan, subject to the offsets set forth below)
as additional servicing compensation only to the extent such Late Fees and
default interest with respect to such Mortgage Loan exceed unreimbursed Advance
Interest with respect to such Mortgage Loan arising on or after the Cut-off
Date. The applicable Special Servicer, with respect to any Specially Serviced
Mortgage Loan, shall (i) pay from any Late Fees and default interest collected
from such Specially Serviced Mortgage Loan (a) any outstanding and unpaid
Advance Interest payable with respect to such Specially Serviced Mortgage Loan
to the applicable Master Servicer, the applicable Special Servicer, the Trustee
or the Fiscal Agent, as applicable and (b) to the Trust, any losses previously
incurred by the Trust with respect to such Specially Serviced Mortgage Loan
(other than the related Special Servicing Fees) and (ii) retain any remaining
portion of such Late Fees and default interest as additional Special Servicer
Compensation.

            Section 4.6 Reimbursement of Advances and Advance Interest

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

            (b) To the extent that Advances have been made on the Mortgage
Loans, any Specially Serviced Mortgage Loans or any REO Mortgage Loans, the
Available Advance Reimbursement Amount with respect to any Determination Date
shall be applied to reimburse (i) the Fiscal Agent for any Advances outstanding
to the Fiscal Agent with respect to any of such Mortgage Loans, any of such
Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance
Interest owed to the Fiscal Agent with respect to such Advances and then (ii)
the Trustee for any Advances outstanding to the Trustee with respect to any of
such Mortgage Loans, any of such Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the Trustee with respect to
such Advances and then (iii) the applicable Master Servicer and applicable
Special Servicer for any Advances outstanding to such Master Servicer or such
Special Servicer, as the case may be, with respect to any of such Mortgage
Loans, any of such Specially Serviced Mortgage Loans or REO Mortgage Loans, plus
any Advance Interest owed to the applicable Master Servicer or applicable
Special Servicer with respect to such Advances. To the extent that any Advance
Interest payable to the applicable Master Servicer, the applicable Special
Servicer, the Trustee or the Fiscal Agent with respect to a Specially Serviced
Mortgage Loan or REO Mortgage Loan cannot be recovered from the related
Mortgagor, the amount of such Advance Interest shall be payable to the Fiscal
Agent, the Trustee, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, from amounts on deposit in the applicable
Certificate Account (or sub-account thereof) (or, if not available from such
Certificate Account, the other Certificate Account) or the Distribution Account
pursuant to Section 5.2(a) or Section 5.3(b)(ii), to the extent of amounts
identified to be applied thereunder. The Master Servicers', the Special
Servicers', the Fiscal Agent's and the Trustee's right of reimbursement under
this Agreement for Advances and interest thereon shall be prior to the rights of
the Certificateholders to receive any amounts recovered with respect to such
Mortgage Loans or REO Mortgage Loans.

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

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

            Section 4.7 Fiscal Agent Termination Event

            "Fiscal Agent Termination Event," wherever used herein, means any
one of the following events:

            (i) any failure by the Fiscal Agent to remit to the Paying Agent
      when due any required Advances; or

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

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

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

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

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

            Section 4.8 Procedure Upon Termination Event

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

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

            Section 4.9 Merger or Consolidation of Fiscal Agent

            Any Person into which the Fiscal Agent may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which the Fiscal Agent shall be a party, or any
Person succeeding to the business of the Fiscal Agent, shall be the successor of
the Fiscal Agent hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided that (i) the successor to the Fiscal Agent or
resulting Person shall have a net worth of not less than $100,000,000, (ii) such
successor or resulting Person shall be satisfactory to the Trustee, (iii) such
successor or resulting Person shall execute and deliver to the Trustee an
agreement, in form and substance satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Fiscal Agent
under this Agreement from and after the date of such agreement, and (iv) the
successor or surviving entity meets the eligibility requirements set forth in
Section 7.5.

            Section 4.10 Limitation on Liability of the Fiscal Agent and Others

            Neither the Fiscal Agent nor any of the partners, representatives,
Affiliates, members, managers, directors, officers, employees, agents or
Controlling Persons of the Fiscal Agent shall be under any liability to the
Certificateholders, the Depositor or the Trustee for any action taken or for
refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of the Fiscal Agent may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Fiscal
Agent shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its obligations under this Agreement. If
the Fiscal Agent nonetheless appears in, prosecutes or defends such legal
action, all legal expenses and costs of such action shall be expenses and costs
of the Trust, and the Fiscal Agent shall be entitled to be reimbursed therefor
as a Servicing Advance as provided in this Agreement. The provisions of this
Section 4.10 shall survive the resignation or removal of the Fiscal Agent and
the termination of this Agreement.

            Section 4.11 Indemnification of Fiscal Agent

            The Fiscal Agent and each of its partners, representatives,
Affiliates, members, managers, directors, officers, employees, agents and
Controlling Persons shall be indemnified by the Trust and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement or the
Mortgage Loans other than any loss, liability or expense incurred by reason of
the Fiscal Agent's willful misfeasance, bad faith or negligence in the
performance of its duties hereunder. The Depositor shall indemnify and hold
harmless the Fiscal Agent, its partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents and Controlling Persons from
and against any loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which the Fiscal Agent, its partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents and Controlling Person may become subject under the 1933 Act, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus or arises out of, or is based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Fiscal Agent, its partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Person for any legal and
other expenses reasonably incurred by the Fiscal Agent or any such partner,
representative, Affiliate, member, manager, director, officer, employee, agent
or Controlling Person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action. The Fiscal Agent
shall immediately notify the Depositor, the Sellers, the Paying Agent, the
Special Servicers, the Master Servicers and the Trustee if a claim is made by a
third party with respect to this Section 4.11 entitling the Fiscal Agent, its
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person to indemnification hereunder, whereupon
the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Fiscal Agent) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Fiscal Agent, its partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 4.11, unless the Depositor's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Fiscal Agent.

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

            Section 5.1 Collections

            (a) On or prior to the Closing Date, each Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "Wells Fargo Bank National Association, as General
Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ9" and "NCB, FSB, as NCB Master Servicer for LaSalle
Bank National Association, as Trustee for the Holders of Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9"
(collectively, or individually, as the case may be the "Certificate Account").
The General Master Servicer shall maintain the Certificate Account with respect
to all of the Mortgage Loans (other than the NCB, FSB Loans) and the NCB Master
Servicer shall maintain the Certificate Account with respect to the NCB, FSB
Loans. On or prior to the Closing Date, each Master Servicer shall open, or
cause to be opened, and shall maintain, or cause to be maintained an additional
separate account or accounts in the name of "Wells Fargo Bank, National
Association, as General Master Servicer for LaSalle Bank National Association,
as Trustee for the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9" and "NCB, FSB, as NCB Master
Servicer for LaSalle Bank National Association, as Trustee for the Holders of
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ9" (collectively, or individually, as the case may be, the
"Interest Reserve Account"). The General Master Servicer shall maintain the
Interest Reserve Accounts with respect to non-NCB, FSB Loans and the NCB Master
Servicer shall maintain the Interest Reserve Accounts with respect to the NCB,
FSB Loans.

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

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

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

                  (B) Interest: all payments on account of interest on the
            Mortgage Loans (excluding Interest Reserve Amounts to be deposited
            in the applicable Interest Reserve Account pursuant to Section
            5.1(d) below);

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

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

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

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

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

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

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

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

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

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

            (e) Funds in the Certificate Accounts and Interest Reserve Accounts
may be invested and, if invested, shall be invested by, and at the risk of, the
Master Servicer in Eligible Investments selected by such Master Servicer which
shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ9." None of the Depositor, the Mortgagors, the Paying Agent or the
Trustee shall be liable for any loss incurred on such Eligible Investments.

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

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

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

            (h) In the case of the Mortgage Loans set forth on Schedule XIV, as
to which the Scheduled Payment is due in a calendar month on a Due Date
(including any grace period) that may occur after the end of the Collection
Period ending in such calendar month, subject to Section 4.4, the applicable
Master Servicer shall, unless the Scheduled Payment is received before the end
of the Collection Period, make a P&I Advance by deposit to the Certificate
Account on the Master Servicer Remittance Date in an amount equal to the
Scheduled Payment or the Assumed Scheduled Payment, as applicable, and for
purposes of the definition of "Available Distribution Amount" and "Principal
Distribution Amount," such Scheduled Payment or Assumed Scheduled Payment, as
applicable, shall be deemed to have been received in such Collection Period.

            Section 5.2 Application of Funds in the Certificate Accounts and
Interest Reserve Accounts

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

            (i) Fees: Each Master Servicer shall pay (A) to itself Late Fees (in
      excess of amounts used to pay Advance Interest) relating to Mortgage Loans
      which are not Specially Serviced Mortgage Loans, 100% of any Modification
      Fees relating to Mortgage Loans which are not Specially Serviced Mortgage
      Loans (except with respect to the UCMFI Loans with respect to which the
      Special Servicer shall receive 50% of such fees with respect to matters
      requiring the consent of the Special Servicer) as provided in Section
      8.18(b), 50% of any assumption fees relating to Mortgage Loans, which are
      not Specially Serviced Mortgage Loans (or, with respect to the UCMFI
      Loans, 100% of such fee in connection with (a) any assignment and
      assumption or substitution with respect to which the consent of the
      Special Servicer was not required or (b) any assignment and assumption or
      substitution that is "expressly permitted" pursuant to the terms of the
      related Mortgage Loan) as payable under Section 8.7(a) or 8.7(d), 100% of
      any extension fees payable under Section 8.10 or other fees payable to
      each such Master Servicer hereunder; provided that any such fees described
      in (A) hereof shall be divided between such Master Servicer and any
      related Primary Servicer as set forth in the applicable Primary Servicing
      Agreement and (B) directly to the applicable Special Servicer, 50% of any
      assumption fees on Mortgage Loans which are not Specially Serviced
      Mortgage Loans (or, with respect to the UCMFI Loans, 0% of such fees in
      connection with (a) any assignment and assumption or substitution with
      respect to which the consent of the Special Servicer was not required or
      (b) any assignment and assumption or substitution that is "expressly
      permitted" pursuant to the terms of the related Mortgage Loan) as provided
      in Sections 8.7(a) and 8.7(d), and, to the extent deposited into a
      Certificate Account, all assumption fees relating to Specially Serviced
      Mortgage Loans and, to the extent provided in Section 9.11(c), Late Fees,
      Modification Fees and other fees collected on Specially Serviced Mortgage
      Loans, in each case to the extent provided for herein from funds paid by
      or on behalf of the applicable Mortgagor and, to the extent provided in
      Section 9.11(c), default interest (in excess of Advance Interest arising
      only from that particular Specially Serviced Mortgage Loan for which the
      Late Fees or default interest were collected);

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

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

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

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

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

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

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

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

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

            (xi) Distribution Account: other than amounts held for payment in
      future periods or pursuant to clause (xii) below, to make payment on each
      Master Servicer Remittance Date of the remaining amounts in the applicable
      Certificate Accounts (excluding Excess Interest and Excess Liquidation
      Proceeds) into the Distribution Account (or in the case of any Excess
      Interest, deposit to the Excess Interest Sub-account);

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

            (xiii) Clear and Terminate: to clear and terminate the Certificate
      Accounts pursuant to Section 8.29.

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

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

            (i) Identification of Workout-Delayed Reimbursement Amounts: If any
      Advance made with respect to any Mortgage Loan on or before the date on
      which such Mortgage Loan becomes (or, but for the requirement that the
      Mortgagor shall have made three consecutive scheduled payments under its
      modified terms, would then constitute) a Rehabilitated Mortgage Loan,
      together with Advance Interest accrued thereon, is not, pursuant to the
      operation of the provisions of Section 5.2(a)(I), reimbursed to the Person
      who made such Advance on or before the date, if any, on which such
      Mortgage Loan becomes a Rehabilitated Mortgage Loan, such Advance,
      together with such Advance Interest, shall constitute a "Workout-Delayed
      Reimbursement Amount" to the extent that such amount has not been
      determined to constitute a Nonrecoverable Advance. All references herein
      to "Workout-Delayed Reimbursement Amount" shall be construed always to
      mean the related Advance and any Advance Interest thereon, together with
      any further Advance Interest that accrues on the unreimbursed portion of
      such Advance from time to time in accordance with the other provisions of
      this Agreement. That any amount constitutes all or a portion of any
      Workout-Delayed Reimbursement Amount shall not in any manner limit the
      right of any Person hereunder to determine that such amount instead
      constitutes a Nonrecoverable Advance.

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

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

            (iv) Reimbursement of Nonrecoverable Advances; Sole Option to
      Abstain from Reimbursements of Certain Nonrecoverable Advances: To the
      extent that Section 5.2(a)(I) otherwise entitles the applicable Master
      Servicer, Special Servicer, Trustee or Fiscal Agent to reimbursement for
      any Nonrecoverable Advance (or payment of Advance Interest thereon from a
      source other than Late Fees and default interest on the related Mortgage
      Loan) during any Collection Period, then, notwithstanding any contrary
      provision of subsection (I) above, (a) to the extent that one or more such
      reimbursements and payments of Nonrecoverable Advances (and such Advance
      Interest thereon) are made, such reimbursements and payments shall be
      made, first, from the aggregate principal collections and recoveries on
      the Mortgage Loans for such Collection Period contemplated by clause
      (I)(A) of the definition of Principal Distribution Amount (but not
      including any such amounts that constitute Advances, and prior to any
      deduction for Workout-Delayed Reimbursement Amounts (and Advance Interest
      thereon) that were reimbursed or paid during the related Collection Period
      from principal collections on the Mortgage Loans, as described by clause
      (II)(A) of the definition of Principal Distribution Amount and pursuant to
      subsection (iii) of Section 5.2(a)(II)), and then from other collections
      (including interest) on the Mortgage Loans for such Collection Period, and
      (b) if and to the extent that the amount of such a Nonrecoverable Advance
      (and Advance Interest thereon), together with all Nonrecoverable Advances
      (and Advance Interest thereon) theretofore reimbursed during such
      Collection Period, would exceed such principal collections and recoveries
      on the Mortgage Loans for such Collection Period (and Advance Interest
      thereon), the applicable Master Servicer (and the applicable Special
      Servicer, the Trustee or the Fiscal Agent, as applicable, if it made the
      relevant Advance) is hereby authorized (but shall not be construed to have
      any obligation whatsoever), if it elects at its sole option, to abstain
      from reimbursing itself (notwithstanding that it is entitled to such
      reimbursement) during that Collection Period for all or a portion of such
      Nonrecoverable Advance (and Advance Interest thereon), provided that the
      aggregate amount that is the subject of the exercise of such option with
      respect to all Nonrecoverable Advances (and Advance Interest thereon) with
      respect to all Mortgage Loans for any particular Collection Period is less
      than or equal to such excess described above in this clause (b). If the
      applicable Master Servicer (or the applicable Special Servicer, the
      Trustee or the Fiscal Agent, as applicable) makes such an election at its
      sole option to defer reimbursement with respect to all or a portion of a
      Nonrecoverable Advance (and Advance Interest thereon), then such
      Nonrecoverable Advance (and Advance Interest thereon) or portion thereof
      shall continue to be fully reimbursable in any subsequent Collection
      Period to the same extent as set forth under subsection (I) above
      construed without regard to this subsection (II). In connection with a
      potential election by the applicable Master Servicer, Special Servicer,
      Trustee or Fiscal Agent to abstain from the reimbursement of a particular
      Nonrecoverable Advance or portion thereof during the Collection Period for
      any Distribution Date, the applicable Master Servicer (or the applicable
      Special Servicer, the Trustee or the Fiscal Agent, as applicable) shall
      further be authorized to wait for principal collections to be received
      before making its determination of whether to abstain from the
      reimbursement of a particular Nonrecoverable Advance or portion thereof
      until the end of the Collection Period.

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

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

            To the extent that amounts in the Certificate Account allocable to
principal are not sufficient to fully reimburse any Nonrecoverable Advance (with
interest thereon) in any Collection Period and a Master Servicer, a Special
Servicer, the Trustee or the Fiscal Agent, as applicable, does not intend to
exercise its sole option to defer the reimbursement of such amounts to a
subsequent Collection Period, then, except in circumstances that are
extraordinary in the sole discretion of such Person, the applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Fiscal Agent, as
applicable, shall deliver notice of such circumstances to each Rating Agency
(along with a copy to each other party) not less than 21 days prior to any
reimbursement of Nonrecoverable Advances from amounts in the Certificate Account
allocable to interest on the Mortgage Loans.

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

            (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal
Prepayments received after the related Collection Period, or other amounts not
distributable on the related Distribution Date, shall be held in the applicable
Certificate Account (or sub-account thereof) and shall be distributed on the
Master Servicer Remittance Date or Dates to which such succeeding Collection
Period or Periods relate; provided, however, that as to (i) the Mortgage Loans
set forth on Schedule XIV, for which a Scheduled Payment (including any Balloon
Payment) is due in a month on a Due Date (including any grace period) that is
scheduled to occur after the end of the Collection Period in such month, sums
received by the applicable Master Servicer with respect to such Scheduled
Payment but after the end of such Collection Period shall be applied by such
Master Servicer to reimburse any related P&I Advance made pursuant to Section
5.1(h), and such Master Servicer shall remit to the Distribution Account on any
Master Servicer Remittance Date for a Collection Period any such Scheduled
Payments (including any Balloon Payments) received after the end of such
Collection Period but no later than the first Business Day immediately preceding
such Master Servicer Remittance Date on such Mortgage Loans set forth on
Schedule XIV, and (ii) the Mortgage Loans set forth on Schedule XV, for which a
voluntary Principal Prepayment is permitted on any day of the month without the
payment of a full month's interest, the applicable Master Servicer with respect
to such Principal Prepayment shall remit to the Distribution Account on any
Master Servicer Remittance Date for a Collection Period any Principal
Prepayments received after the end of such Collection Period but no later than
the first Business Day immediately preceding such Master Servicer Remittance
Date on such Mortgage Loans set forth on Schedule XV. In connection with the
deposit of any Scheduled Payments and Principal Prepayments to the Distribution
Account in accordance with the immediately preceding sentence, the applicable
Master Servicer shall promptly notify the Paying Agent and the Paying Agent
shall, if it has already reported anticipated distributions to the Depository,
use commercially reasonable efforts to cause the Depository to make the revised
distribution on a timely basis on such Distribution Date. Neither the applicable
Master Servicer nor the Paying Agent nor the Trustee shall be liable or held
responsible for any resulting delay or failure or any claims or costs incurred
in the making of such distribution to Certificateholders. For purposes of the
definition of "Available Distribution Amount" and "Principal Distribution
Amount," the Scheduled Payments and Principal Prepayments referred to in the
preceding proviso shall be deemed to have been collected in the prior Collection
Period.

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

            Section 5.3 Distribution Account, Excess Interest Sub-account 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"), which shall include a certain sub-account (the "Excess
Interest Sub-account") to be held in trust for the benefit of the Holders until
disbursed pursuant to the terms of this Agreement, titled: "LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ9, Distribution Account" and (ii) an account (the "Reserve
Account") to be held in trust for the benefit of the holders of interests in the
Trust until disbursed pursuant to the terms of this Agreement, titled: "LaSalle
Bank National Association, as Trustee, in trust for the benefit of the Holders
of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ9, Reserve Account." The Distribution Account and the Reserve
Account shall be Eligible Accounts. Funds in the Reserve Account shall not be
invested. The Distribution Account and the Reserve Account shall be held
separate and apart from and shall not be commingled with any other monies
including, without limitation, other monies of the Paying Agent held under this
Agreement. The Excess Interest Sub-account and the Reserve Account shall be
deemed sub-accounts of the Distribution Account.

            Funds in the Distribution Account may be invested and, if invested,
shall be invested by, and at the risk of, the Paying Agent in Eligible
Investments selected by the Paying Agent which shall mature, unless payable on
demand, not later than such time on the Distribution Date which will allow the
Paying Agent to make withdrawals from the Distribution Account under Section
5.3(b), and any such Eligible Investment shall not be sold or disposed of prior
to its maturity unless payable on demand. All such Eligible Investments shall be
made in the name of "LaSalle Bank National Association, as Trustee in trust for
the benefit of the Holders of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9." None of the Depositor, the
Mortgagors, the Special Servicers, the Master Servicers, the Primary Servicers,
the Trustee or the Fiscal Agent shall be liable for any loss incurred on such
Eligible Investments.

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

            (b) Except as set forth in the next succeeding sentences, the Paying
Agent shall deposit into the Distribution Account or the Reserve Account, as
applicable, on the Business Day received, all moneys remitted by the Master
Servicers pursuant to this Agreement, including P&I Advances made by the Master
Servicers, the Trustee and the Fiscal Agent, other than Excess Liquidation
Proceeds, into the Distribution Account and all Excess Liquidation Proceeds into
the Reserve Account. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. Subject to Section 5.1(h), on any Master Servicer Remittance Date,
none of the Master Servicers shall have any duty to remit to the Distribution
Account any amounts other than amounts held in the applicable Certificate
Accounts and collected during the related Collection Period as provided in
clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount, and, on the
Master Servicer Remittance Date occurring in March of any year, commencing in
March 2005, related amounts held in the applicable Interest Reserve Accounts.
The Paying Agent shall make withdrawals from the Distribution Account (including
the Excess Interest Sub-account) and the Reserve Account only for the following
purposes:

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

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

            (iii) to make distributions to the Certificateholders pursuant to
      Sections 6.5 and 6.11; and

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

            Section 5.4 Paying Agent Reports

            (a) On or prior to each Distribution Date, based on information
provided in monthly reports prepared by the Master Servicers and the Special
Servicers and delivered to the Paying Agent by such Master Servicers (no later
than 2:00 p.m., New York City time on the Report Date), the Paying Agent shall
make available to any interested party via its internet website initially
located at "www.etrustee.net" (the "Paying Agent's Website"), (i) the Monthly
Certificateholders Report (substantially in the form of Exhibit M), (ii) a
report containing information regarding the Mortgage Loans as of the end of the
related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the CMSA
Loan Periodic Update File, CMSA Loan Setup File, CMSA Bond Level File and the
CMSA Collateral Summary File, (iv) the Monthly Additional Report on Recoveries
and Reimbursements, (v) a CMSA Delinquent Loan Status Report, a CMSA Historical
Loan Modification and Corrected Mortgage Loan Report, a CMSA Historical
Liquidation Report, a CMSA REO Status Report and an CMSA Loan Level Reserve/LOC
Report, each containing substantially the information contemplated in the
definition of Unrestricted Servicer Reports and (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 Servicers and the
Special Servicers and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports (including the Property File
on or prior to each Distribution Date, commencing in March 2005). The Paying
Agent shall provide access to the Restricted Servicer Reports, upon request, to
each Certificateholder and any prospective Certificateholder or Certificate
Owner, each of the parties to this Agreement, each of the Rating Agencies, each
of the Underwriters, the Operating Adviser, the Placement Agent and any
Certificate Owner upon receipt (which may be in electronic form) from such
Person of an Investor Certificate in the form of Exhibit Y, and any other Person
upon the direction of the Depositor, any Placement Agent or any Underwriter. For
assistance with the above-mentioned Paying Agent services, Certificateholders or
any party hereto may initially call 301-815-6600.

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

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

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

            (d) Reserved.

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

            (f) Copies (or computer diskettes or other digital or electronic
formats of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items of this Section 5.4 shall be made available
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be permitted to require payment by the requesting party (other than the
Depositor, the Master Servicers, the Special Servicers, the Trustee, the Fiscal
Agent, the Operating Adviser, the Placement Agent or any Underwriter or any
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

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

            Section 5.5 Paying Agent Tax Reports

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

            Section 6.1 Distributions Generally

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

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

            Section 6.2 REMIC I

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

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

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

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

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

            Section 6.3 REMIC II

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

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

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

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

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

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

            (vi) with respect to the Class A-5 Certificates, shall be deemed to
      have first been distributed from REMIC II to REMIC III in respect of REMIC
      II Regular Interest A-5-1; and second, to REMIC II Regular Interest A-5-2;
      in each case, until their respective Certificate Balances are reduced to
      zero;

            (vii) with respect to the Class A-1A Certificates, shall be deemed
      to have first been distributed from REMIC II to REMIC III in respect of
      REMIC II Regular Interest A-1A-1; second, to REMIC II Regular Interest
      A-1A-2; third, to REMIC II Regular Interest A-1A-3; fourth, to REMIC II
      Regular Interest A-1A-4; fifth, to REMIC II Regular Interest A-1A-5;
      sixth, to REMIC II Regular Interest A-1A-6; seventh, to REMIC II Regular
      Interest A-1A-7; eighth, to REMIC II Regular Interest A-1A-8; ninth, to
      REMIC II Regular Interest A-1A-9; tenth, to REMIC II Regular Interest
      A-1A-10; eleventh, to REMIC II Regular Interest A-1A-11; twelfth, to REMIC
      II Regular Interest A-1A-12; thirteenth, to REMIC II Regular Interest
      A-1A-13; and fourteenth, to REMIC II Regular Interest A-1A-14; in each
      case, until their respective Certificate Balances are reduced to zero;

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

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

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

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

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

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

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

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

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

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

            Section 6.4 Reserved

            Section 6.5 REMIC III

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

            (i) to the Holders of the Class A-1 Certificates, Class A-2
      Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-AB
      Certificates, Class A-5 Certificates, Class A-1A Certificates, Class X-1
      Certificates, Class X-2 Certificates and Class X-Y Certificates,
      concurrently,

                  (A) to the Holders of the Class A-1 Certificates, Class A-2
            Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
            A-AB Certificates and Class A-5 Certificates, the Distributable
            Certificate Interest Amount in respect of such Class for such
            Distribution Date (which shall be payable from amounts in the
            Available Distribution Amount attributable to Loan Group 1), pro
            rata in proportion to the Distributable Certificate Interest Amount
            payable in respect of each such Class;

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

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

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

            (ii) (A)

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

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

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

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

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

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

                        (7) seventh, upon payment in full of the aggregate
                  Certificate Balance of the Class A-AB, to the Holders of the
                  Class A-5 Certificates, the Loan Group 1 Principal
                  Distribution Amount for such Distribution Date and, after the
                  Certificate Balance of the Class A-1A Certificates have been
                  reduced to zero, the Loan Group 2 Principal Distribution
                  Amount, until the aggregate Certificate Balance of the Class
                  A-5 Certificates has been reduced to zero; the portion of the
                  Loan Group 1 Principal Distribution Amount and Loan Group 2
                  Principal Distribution Amount distributed hereunder will be
                  reduced by any portion thereof distributed to the Holders of
                  the Class A-AB Certificates, Class A-1 Certificates, Class A-2
                  Certificates, Class A-3 Certificates, Class A-4 Certificates
                  and (solely with respect to the Loan Group 2 Principal
                  Distribution Amount) Class A-1A Certificates; and

                  (B) to the Holders of the Class A-1A Certificates, the Loan
            Group 2 Principal Distribution Amount for such Distribution Date
            and, after the Certificate Balance of the Class A-5 Certificates
            have been reduced to zero, the Loan Group 1 Principal Distribution
            Amount for such Distribution Date, until the aggregate Certificate
            Balance of the Class A-1A Certificates has been reduced to zero; the
            portion of the Loan Group 1 Principal Distribution Amount will be
            reduced by any portion thereof distributed to the Holders of the
            Class A-AB, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
            Certificates; to the Holders of the Class A-AB Certificates, in
            reduction of the Certificate Balance thereof, the Principal
            Distribution Amount for such Distribution Date until the Certificate
            Balance of the Class A-AB Certificates has been reduced to the
            Planned Principal Balance for such Distribution Date;

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

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

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

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

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

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

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

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

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

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

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

            (xiv) upon payment in full of the Certificate Balance of the Class C
      Certificates, to the Holders of the Class D Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B and Class C
      Certificates hereunder), until the Certificate Balance of the Class D
      Certificates has been reduced to zero,

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

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

            (xvii) upon payment in full of the Certificate Balance of the Class
      D Certificates, to the Holders of the Class E Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C and Class
      D Certificates hereunder), until the Certificate Balance of the Class E
      Certificates has been reduced to zero,

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

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

            (xx) upon payment in full of the Certificate Balance of the Class E
      Certificates, to the Holders of the Class F Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D
      and Class E Certificates hereunder), until the Certificate Balance of the
      Class F Certificates has been reduced to zero,

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

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

            (xxiii) upon payment in full of the Certificate Balance of the Class
      F Certificates, to the Holders of the Class G Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E and Class F Certificates hereunder), until the Certificate Balance
      of the Class G Certificates has been reduced to zero,

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

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

            (xxvi) upon payment in full of the Certificate Balance of the Class
      G Certificates, to the Holders of the Class H Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F and Class H Certificates hereunder), until the
      Certificate Balance of the Class H Certificates has been reduced to zero,

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

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

            (xxix) upon payment in full of the Certificate Balance of the Class
      H Certificates, to the Holders of the Class J Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G and Class H Certificates hereunder), until the
      Certificate Balance of the Class J Certificates has been reduced to zero,

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

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

            (xxxii) upon payment in full of the Certificate Balance of the Class
      J Certificates, to the Holders of the Class K Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H and Class J Certificates hereunder),
      until the Certificate Balance of the Class K Certificates has been reduced
      to zero,

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

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

            (xxxv) upon payment in full of the Certificate Balance of the Class
      K Certificates, to the Holders of the Class L Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J and Class K Certificates
      hereunder), until the Certificate Balance of the Class L Certificates has
      been reduced to zero,

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

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

            (xxxviii) upon payment in full of the Certificate Balance of the
      Class L Certificates, to the Holders of the Class M Certificates, the
      Principal Distribution Amount for such Distribution Date (reduced by any
      prior distributions to Holders of Class A, Class A-J,Class B, Class C,
      Class D, Class E, Class F, Class G, Class H, Class J, Class K and Class L
      Certificates hereunder), until the Certificate Balance of the Class M
      Certificates has been reduced to zero,

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

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

            (xli) upon payment in full of the Certificate Balance of the Class M
      Certificates, to the Holders of the Class N Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J, Class K, Class L, and Class M
      Certificates hereunder), until the Certificate Balance of the Class N
      Certificates has been reduced to zero,

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

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

            (xliv) upon payment in full of the Certificate Balance of the Class
      N Certificates, to the Holders of the Class O Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and
      Class N Certificates hereunder), until the Certificate Balance of the
      Class O Certificates has been reduced to zero,

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

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

            (xlvii) upon payment in full of the Certificate Balance of the Class
      O Certificates, to the Holders of the Class P Certificates, the Principal
      Distribution Amount for such Distribution Date (reduced by any prior
      distributions to Holders of Class A, Class A-J, Class B, Class C, Class D,
      Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
      Class N and Class O Certificates hereunder), until the Certificate Balance
      of the Class P Certificates has been reduced to zero,

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

            (xlix) to the Holders of the Class R-III Certificates at such time
      as the Certificate Balances of all Classes of REMIC III Regular
      Certificates have been reduced to zero, and Realized Losses previously
      allocated to each Holder have been reimbursed to the Holders of the REMIC
      III 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,

   o  first, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4
      Certificates, Class A-AB Certificates, Class A-5 Certificates and Class
      A-1A 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,

   o  second, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4
      Certificates, Class A-AB Certificates, Class A-5 Certificates and Class
      A-1A Certificates, pro rata, based on the respective amounts of
      unreimbursed Realized Losses previously allocated to each such Class, plus
      one month's interest on such Realized Losses at the applicable
      Pass-Through Rate.

            Such distribution of the Principal Distribution Amount to the
Holders of the Class A-1, A-2, Class A-3, Class A-4, Class A-AB, Class A-5
Certificates and Class A-1A Certificates, respectively, shall be deemed to be
made to REMIC II Regular Interests A-1-1, A-1-2 and A-1-3, REMIC II Regular
Interests A-2-1, A-2-2, A-2-3, A-2-4 and A-2-5, REMIC II Regular Interests
A-3-1, A-3-2, A-3-3, A-3-4, A-3-5, A-3-6, REMIC II Regular Interests A-4-1 and
A-4-2, REMIC II Regular Interests A-AB-1, A-AB-2, A-AB-3 and A-AB-4, REMIC II
Regular Interests A-5-1 and A-5-2 and REMIC II Regular Interests A-1A-1, A-1A-2,
A-1A-3, A-1A-4, A-1A-5, A-1A-6, A-1A-7, A-1A-8, A-1A-9, A-1A-10, A-1A-11,
A-1A-12, A-1A-13 and A-1A-14, respectively, in the same order and priority as
the distributions described in Section 6.3(a).

            (b) On each Distribution Date, following the above-described
distributions on the Principal Balance Certificates and the Class X-1
Certificates, Class X-2 Certificates and Class X-Y Certificates, the Paying
Agent shall withdraw amounts in the Reserve Account and shall pay the
Certificateholders on such Distribution Date such amounts in the following
priority:

            (i) first, from amounts in the Reserve Account with respect to all
      Mortgage Loans, to reimburse the Holders of the Principal Balance
      Certificates (in order of alphabetical Class designation) for any, and to
      the extent of, Realized Losses previously allocated to them; and

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

            Amounts reimbursed pursuant to Section 6.5(b)(i) shall be deemed to
be applied to reimbursement of Realized Losses previously allocated to the REMIC
II Regular Interests and the REMIC I Regular Interests in the reverse sequential
order and priority as such Realized Losses were applied thereto.

            (c) On each Distribution Date, the Paying Agent shall withdraw from
the Excess Interest Sub-account any Excess Interest on deposit therein, and the
Paying Agent shall distribute such Excess Interest on such Distribution Date to
the Class EI Certificates.

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

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

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

            (ii) Realized Interest Losses on each Mortgage Loan shall be
      allocated to reduce first, Distributable Certificate Interest for such
      Distribution Date, and then Unpaid Interest in each case owing on the
      Corresponding REMIC I Regular Interests (and as between the related Group
      X-Y REMIC I Regular Interest and Group PB REMIC I Regular Interest, pro
      rata, based on Distributable Certificate Interest otherwise payable
      thereon); and to the extent that such Realized Interest Loss exceeds such
      amount, shall be treated as an Expense Loss; and

            (iii) Expense Losses (not otherwise applied above) realized during
      the related Collection Period shall be allocated among the REMIC I Regular
      Interests in proportion to their Certificate Balances or Notional Amounts
      (and, as between the related Group X-Y REMIC I Regular Interest and Group
      PB REMIC I Regular Interest, in proportion to Distributable Certificate
      Interest or Unpaid Interest, as applicable) after making all other
      allocations for such Distribution Date.

            (b) In the event that a Master Servicer, a Special Servicer, the
Trustee or the Fiscal Agent determines that an Advance previously made by it
(whether such Advance (together with Advance Interest thereon) was in respect of
principal or interest on the related Mortgage Loan or a Servicing Advance) is a
Nonrecoverable Advance and such Master Servicer withdraws the amount of such
Advance from the applicable Certificate Account pursuant to Section 5.2(a)
hereof (which amount shall be treated as an Available Advance Reimbursement
Amount pursuant to Section 4.6 or if the Master Servicer determines any
Unliquidated Advance has become a Nonrecoverable Advance), the applicable Master
Servicer (after consultation with the applicable Special Servicer) shall compute
the Realized Loss with respect to such Mortgage Loan (and the Paying Agent shall
allocate the Realized Loss) as follows:

            (i) the amount withdrawn from the Certificate Account shall be
      treated as Realized Principal Losses up to the amount of the aggregate
      amount in the Certificate Account allocable to principal for such
      Collection Period contemplated by clause (I)(A) of the definition of
      Principal Distribution Amount, and shall be allocated to the Corresponding
      REMIC I Regular Interest in accordance with Section 6.6(a)(i) (and to the
      extent that any Realized Principal Loss exceeds the Certificate Balance of
      the Corresponding REMIC I Regular Interest, such Realized Principal Loss
      shall be allocated to the other Corresponding REMIC I Regular Interests in
      accordance with Section 6.6(a)(iii)), and such withdrawal shall reduce the
      principal paid on each such REMIC I Regular Interest on which principal
      would otherwise be paid on such Distribution Date, in proportion to such
      principal payments; and

            (ii) if the amount that the applicable Master Servicer withdraws
      from the Certificate Account as referenced in clause (b)(i) above exceeds
      such amounts allocable to principal for such Collection Period, then such
      additional amounts shall constitute Unpaid Interest, and shall be
      allocated to the REMIC I Regular Interests on a pro rata basis based upon
      the amount of accrued and unpaid interest thereon.

            (c) At such time as a Final Recovery Determination is made with
respect to any Mortgage Loan with respect to which the applicable Master
Servicer previously had withdrawn amounts from the applicable Certificate
Account following a determination that Advances previously made were
Nonrecoverable Advances and Realized Losses were computed and allocated pursuant
to clauses (a) and (b) above, and amounts are recovered:

            (i) the portion of the amount of collections recovered on the
      Mortgage Loan that is identified and applied by the applicable Master
      Servicer as recoveries of principal shall be applied first, to make
      payments of principal on the Corresponding REMIC I Regular Interest up to
      an amount equal to the Realized Principal Losses previously allocated
      thereto as a result of the reimbursement of Nonrecoverable Advances or
      Advance Interest (and the Principal Balance of the Mortgage Loan and the
      related Certificate Balance of the Corresponding REMIC I Regular Interest
      shall be correspondingly increased), and thereafter to make payments of
      principal to the Corresponding REMIC I Regular Interests with respect to
      which principal distributions were reduced pursuant to Section 6.6(b)(i)
      above, in proportion to the amount of such reductions; and

            (ii) the portion of the amount recovered on the Mortgage Loan that
      is identified and applied by the Master Servicer as recoveries of interest
      shall be applied to make payments of Unpaid Interest on the REMIC I
      Regular Interests with respect to which Unpaid Interest was allocated
      pursuant to Section 6.6(b)(ii).

            (d) REMIC II. On each Distribution Date, all Realized Losses and
Expense Losses on the REMIC I Regular Interests for such Distribution Date (or
for prior Distribution Dates, to the extent not previously allocated) shall be
allocated to the REMIC II Regular Interests in the amounts and in the manner as
will be allocated to the Corresponding Certificates relating thereto pursuant to
Section 6.6(f)); provided, however, that Realized Losses and Expense Losses
allocated to REMIC II Regular Interests shall be allocated among the
Corresponding Components sequentially in alphabetical and numerical order.
Realized Interest Losses allocated to the Class X-1 and Class X-2 Certificates
shall reduce the amount of interest payable on the REMIC II Regular Interest
A-1-1, REMIC II Regular Interest A-1-2, REMIC II Regular Interest A-1-3, REMIC
II Regular Interest A-2-1, REMIC II Regular Interest A-2-2, REMIC II Regular
Interest A-2-3, REMIC II Regular Interest A-2-4, REMIC II Regular Interest
A-2-5, REMIC II Regular Interest A-3-1, REMIC II Regular Interest A-3-2, REMIC
II Regular Interest A-3-3, REMIC II Regular Interest A-3-4, REMIC II Regular
Interest A-3-5, REMIC II Regular Interest A-3-6, REMIC II Regular Interest
A-4-1, REMIC II Regular Interest A-4-2, REMIC II Regular Interest A-AB-1, REMIC
II Regular Interest A-AB-2, REMIC II Regular Interest A-AB-3, REMIC II Regular
Interest A-AB-4, REMIC II Regular Interest A-5-1, REMIC II Regular Interest
A-5-2, REMIC II Regular Interest A-1A-1, REMIC II Regular Interest A-1A-2, REMIC
II Regular Interest A-1A-3, REMIC II Regular Interest A-1A-4, REMIC II Regular
Interest A-1A-5, REMIC II Regular Interest A-1A-6, REMIC II Regular Interest
A-1A-7, REMIC II Regular Interest A-1A-8, REMIC II Regular Interest A-1A-9,
REMIC II Regular Interest A-1A-10, REMIC II Regular Interest A-1A-11, REMIC II
Regular Interest A-1A-12, REMIC II Regular Interest A-1A-13, REMIC II Regular
Interest A-1A-14, REMIC II Regular Interest A-AJ, REMIC II Regular Interest B-1,
REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular
Interest C-1, REMIC II Regular Interest C-2, REMIC II Regular Interest D-1,
REMIC II Regular Interest D-2, REMIC II Regular Interest D-3, REMIC II Regular
Interest E-1, REMIC II Regular Interest E-2, REMIC II Regular Interest F-1,
REMIC II Regular Interest F-2, REMIC II Regular Interest G-1, REMIC II Regular
Interest G-2, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2,
REMIC II Regular Interest J-1, REMIC II Regular Interest J-2, REMIC II Regular
Interest K, REMIC II Regular Interest L-1, REMIC II Regular Interest L-2, REMIC
II Regular Interest M, REMIC II Regular Interest N, REMIC II Regular Interest O
and REMIC II Regular Interest P, which reduction shall be allocated pro rata
based on the product of the Certificate Balance of such REMIC II Regular
Interest and the sum of the Class X-1 Strip Rate and the Class X-2 Strip Rate
(if any) applicable to the 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
III Regular Certificates in Reverse Sequential Order, with such reductions being
allocated among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class A-5 and Class A-1A and, in the case of interest, Class X-1, Class X-2 and
Class X-Y Certificates, pro rata, in each case reducing (A) the Certificate
Balance of such Class until such Certificate Balance is reduced to zero (in the
case of the Class A Certificates); (B) Unpaid Interest owing to such Class to
the extent thereof; and (C) Distributable Certificate Interest owing to such
Class, provided that Realized Losses shall not reduce the Aggregate Certificate
Balance of the REMIC III Regular 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 the Mortgage Loans in REMIC I (other than any Specially Designated
Co-op Mortgage Loan) shall be allocated among the REMIC I Regular Interests, pro
rata in proportion to the Accrued Certificate Interest for each such REMIC I
Regular Interest for such Distribution Date (without taking into account any
Class X-Y Interest Amount) and shall reduce Distributable Certificate Interest
for each such Interest. On each Distribution Date, any such Net Aggregate
Prepayment Interest Shortfalls in the REMIC I Regular Interests in REMIC II
shall be allocated among the REMIC II Regular Interests (other than REMIC II
Regular Interest X-Y), pro rata in proportion to the Accrued Certificate
Interest for each such REMIC II Regular Interest for such Distribution Date
(without taking into account any Class X-Y Interest Amount) and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any such Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Certificates shall be allocated to each Class of Certificates
(other than the Class X-Y Certificates), pro rata, in proportion to the amount
of Accrued Certificate Interest payable to such Class of Certificates on such
Distribution Date (without taking into account any Class X-Y Interest Amount),
in each case reducing interest otherwise payable thereon. The amount of Net
Aggregate Prepayment Interest Shortfalls allocated to a Class of Certificates
pursuant to the preceding sentence shall reduce the Distributable Certificate
Interest for such Class for such Distribution Date (without taking into account
any Accrued Certificate Interest payable to the Holders of the Class X-Y
Certificates on such Distribution Date.) On each Distribution Date, any Net
Aggregate Prepayment Interest Shortfalls in respect of any Specially Designated
Co-op Mortgage Loan shall be allocated among the REMIC I Regular Interests, pro
rata in proportion to the Accrued Certificate Interest for each such REMIC I
Regular Interest for such Distribution Date and shall reduce Distributable
Certificate Interest for each such Interest. On each Distribution Date, any such
Net Aggregate Prepayment Interest Shortfalls in the REMIC I Regular Interests in
REMIC II shall be allocated among the REMIC II Regular Interests, pro rata in
proportion to the Accrued Certificate Interest for each such REMIC II Regular
Interest for such Distribution Date and shall reduce Distributable Certificate
Interest for each such Interest. No portion of any Net Aggregate Prepayment
Interest Shortfalls for any Distribution Date that is attributable to a Mortgage
Loan that is not a Specially Designated Co-op Mortgage Loan shall be allocable
to or reduce interest distributions on the Class X-Y Certificates.

            Section 6.8 Adjustment of Servicing Fees

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

            Section 6.9 Appraisal Reductions

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

            Appraisal Reductions allocated to any Mortgage Loan shall be
allocated to the Certificate Principal Balance of the related Classes of
Principal Balance Certificates in the order of their subordination, i.e., in
Reverse Sequential Order.

            Section 6.10 Compliance with Withholding Requirements

            Notwithstanding any other provision of this Agreement to the
contrary, the Paying Agent on behalf of the Trustee shall comply with all
federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Paying Agent
reasonably believes are applicable under the Code, giving effect to all
applicable exemptions from withholding as to which the recipient has furnished
the applicable and effective certification or other documentation. The consent
of Certificateholders shall not be required for any such withholding and any
amount so withheld shall be regarded as distributed to the related
Certificateholders for purposes of this Agreement. In the event the Paying Agent
withholds any amount from payments made to any Certificateholder pursuant to
federal withholding requirements, the Paying Agent shall indicate to such
Certificateholder the amount withheld. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

            Section 6.11 Prepayment Premiums and Yield Maintenance Charges

            Any Prepayment Premiums or Yield Maintenance Charges collected with
respect to a Mortgage Loan during any particular Collection Period will be
distributed by the Paying Agent on the Classes of Certificates as follows: (i)
first, the Paying Agent shall be deemed to distribute to the Trustee, as holder
of the Group PB REMIC I Regular Interest to which such Mortgage Loan relates,
any Prepayment Premiums collected on or with respect to such Mortgage Loan; and
(ii) second, the Paying Agent shall be deemed to distribute to the Trustee, as
holder of the REMIC II Regular Interests, any Prepayment Premiums deemed
distributed to the REMIC I Regular Interests, and shall be deemed to distribute
such Prepayment Premiums to the REMIC II Regular Interest then entitled to
distributions of principal from the Principal Distribution Amount (or, if more
than one Class of REMIC II Regular Interests is then entitled to distributions
of principal from the Principal Distribution Amount, such Prepayment Premiums
shall be deemed distributed among such Classes pro rata in accordance with the
relevant amounts of entitlements to distributions of principal).

            Following such deemed distributions, the Holders of the respective
Classes of Principal Balance Certificates, other than the Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates, then entitled to
distributions of principal from the Principal Distribution Amount for such
Distribution Date, will be entitled to, and the Paying Agent on behalf of the
Trustee will pay to such Holder(s), an amount equal to, in the case of each such
Class, the product of (a) a fraction, the numerator of which is the amount
distributed as principal to the Holders of that Class on that Distribution Date,
and the denominator of which is the total amount distributed as principal to the
Holders of all Classes of Principal Balance Certificates on that Distribution
Date, (b) the Base Interest Fraction for the related Principal Prepayment and
that Class of Certificates and (c) the amount of Prepayment Premiums or Yield
Maintenance Charges in respect of such principal prepayment during the related
Collection Period. If there is more than one such Class of Principal Balance
Certificates entitled to distributions of principal on such Distribution Date,
the aggregate amount described in the preceding sentence will be allocated among
such Classes on a pro rata basis in accordance with the relative amounts of
entitlement to such distributions of principal. Any portion of such Prepayment
Premium or Yield Maintenance Charge that is not so distributed to the Holders of
such Principal Balance Certificates will be distributed to the Holders of the
Class X-1 and Class X-2 Certificates. On or prior to the Distribution Date in
February 2008, 65% of the Prepayment Premium or Yield Maintenance Charge that is
not so distributed to the Holders of such Principal Balance Certificates will be
distributed to the Holders of the Class X-1 Certificates and 35% of the
Prepayment Premium or Yield Maintenance Charge that is not so distributed to the
Holders of such Principal Balance Certificates will be distributed to the
Holders of the Class X-2 Certificates. After the Distribution Date in February
2008, any portion of such Prepayment Premium or Yield Maintenance Charge
collected during the related Collection Period that is not so distributed to the
Holders of such Principal Balance Certificates will be distributed to the
Holders of the Class X-1 Certificates.

            Notwithstanding the foregoing, Yield Maintenance Charges collected
during any Collection Period with respect to any Specially Designated Co-op
Mortgage Loan will be distributed to the REMIC III Regular Certificates as
follows, with allocations to be made pursuant to the following (a) and (b) on a
pro rata basis: (a) the amount of such Yield Maintenance Charges that would have
been payable with respect to such Specially Designated Co-op Mortgage Loan if
the related mortgage interest rate was equal to the related REMIC I Net Mortgage
Rate will be distributed as set forth in the paragraph above, and (b) the
remaining portion of such Yield Maintenance Charges will be distributed to the
Holders of the Class X-Y Certificates. In addition, notwithstanding the prior
paragraph, Prepayment Premiums collected during any Collection Period with
respect to any Specially Designated Co-op Mortgage Loan will be distributed as
follows: (a) 50% to the Holders of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-AB, Class A-5, Class A-1A, Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class X-1 and Class X-2 Certificates,
allocable among such classes as set forth in the paragraph above, and (b) 50% to
the Holders of the Class X-Y Certificates.

                                  ARTICLE VII

          CERTAIN MATTERS CONCERNING THE TRUSTEE, THE FISCAL AGENT AND
                                THE PAYING AGENT

            Section 7.1 Duties of the Trustee, the Fiscal Agent and the Paying
Agent

            (a) The Trustee, the Fiscal Agent and the Paying Agent each shall
undertake to perform only those duties as are specifically set forth in this
Agreement and no implied covenants or obligations shall be read into this
Agreement against the Trustee, the Fiscal Agent or the Paying Agent. Any
permissive right of the Trustee, the Fiscal Agent or the Paying Agent provided
for in this Agreement shall not be construed as a duty of the Trustee, the
Fiscal Agent or the Paying Agent. The Trustee shall exercise such of the rights
and powers vested in it by this Agreement and following the occurrence and
during the continuation of any Event of Default hereunder, the Trustee shall use
the same degree of care and skill in its exercise as a prudent Person would
exercise or use under the circumstances in the conduct of such Person's own
affairs.

            (b) The Trustee, the Fiscal Agent or the Paying Agent, as
applicable, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they on their face conform to the requirements
of this Agreement; provided that the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Master Servicers or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

            (c) None of the Trustee, the Fiscal Agent or the Paying Agent or any
of their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents or Controlling Persons shall have any
liability to the Trust or the Certificateholders arising out of or in connection
with this Agreement, except for their respective negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve the
Trustee, the Fiscal Agent, the Paying Agent or any of their respective partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents or Controlling Persons from liability for their own negligent action,
their own negligent failure to act or their own willful misconduct or bad faith;
provided that:

            (i) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be personally liable with respect to any action taken, suffered or
      omitted to be taken by it in its reasonable business judgment in
      accordance with this Agreement or at the direction of Holders of
      Certificates evidencing not less than a majority of the outstanding
      Certificate Balance of the Certificates;

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

            (iii) none of the Trustee, the Fiscal Agent, the Paying Agent or any
      of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be responsible for any act or omission of any Master Servicer, any
      Special Servicer, the Depositor or any Seller, or for the acts or
      omissions of each other, including, without limitation, in connection with
      actions taken pursuant to this Agreement;

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

            (v) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be under any obligation to appear in, prosecute or defend any legal action
      which is not incidental to its duties as Trustee, Fiscal Agent or Paying
      Agent, as applicable, in accordance with this Agreement. In such event,
      all legal expense and costs of such action shall be expenses and costs of
      the Trust and the Trustee, the Fiscal Agent and the Paying Agent shall be
      entitled to be reimbursed therefor from the Certificate Account pursuant
      to Section 5.2(a)(vi); and

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be charged with knowledge of any failure by any 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, the Fiscal Agent or the Paying Agent may
      be required to act, unless a Responsible Officer of the Trustee, the
      Fiscal Agent or the Paying Agent, as the case may be, obtains actual
      knowledge of such failure.

            Section 7.2 Certain Matters Affecting the Trustee, the Fiscal Agent
and the Paying Agent

            (a) Except as otherwise provided in Section 7.1:

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

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

            (iii) none of the Trustee, the Fiscal Agent, or the Paying Agent or
      any of their respective partners, representatives, Affiliates, members,
      managers, directors, officers, employees, agents or Controlling Persons
      shall be personally liable for any action taken, suffered or omitted by
      such Person in its reasonable business judgment and reasonably believed by
      it to be authorized or within the discretion or rights or powers conferred
      upon it by this Agreement;

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

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

            (vi) none of the Trustee, the Fiscal Agent or the Paying Agent shall
      be required to obtain a deficiency judgment against a Mortgagor;

            (vii) none of the Trustee, the Fiscal Agent or the Paying Agent
      shall be required to expend its own funds or otherwise incur any financial
      liability in the performance of any of its duties hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such liability is not assured to it;

            (viii) none of the Trustee, the Fiscal Agent or the Paying Agent
      shall be liable for any loss on any investment of funds pursuant to this
      Agreement;

            (ix) unless otherwise specifically required by law, none of the
      Trustee, the Fiscal Agent or the Paying Agent shall be required to post
      any surety or bond of any kind in connection with the execution or
      performance of its duties hereunder; and

            (x) except as specifically provided hereunder in connection with the
      performance of its specific duties, none of the Trustee, the Fiscal Agent
      or the Paying Agent shall be responsible for any act or omission of any
      Master Servicer, any Special Servicer, the Depositor or of each other.

            (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

            (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

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

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

            (f) If, in connection with any Distribution Date, the Trustee or
Paying Agent has reported to the Depository the anticipated amount of the
distribution to be made to the Depository on such Distribution Date and the
timing of the receipt from a Master Servicer of any Principal Prepayment or
Balloon Payment requires modification of such anticipated amount of the
distribution to be made to the Depository, the Trustee or Paying Agent will use
commercially reasonable efforts to cause the Depository to revise the amount of
the distribution on a timely basis so that such Principal Prepayments or Balloon
Payments will be included in the Available Distribution Amount for such
Distribution Date. None of the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicers and the Special Servicers will be liable or held responsible
for any resulting delay (or claims by the Depository resulting therefrom) in the
making of such distribution to Certificateholders.

            Section 7.3 The Trustee, the Fiscal Agent and the Paying Agent Not
Liable for Certificates or Interests or Mortgage Loans

            The Trustee, the Fiscal Agent and the Paying Agent each makes no
representations as to the validity or sufficiency of this Agreement, the
information contained in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or Prospectus for the
REMIC III Regular Certificates or Residual Certificates (other than the
Certificate of Authentication on the Certificates if the Paying Agent is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee, the Fiscal Agent and the Paying
Agent represents that, assuming due execution and delivery by the other parties
hereto, this Agreement has been duly authorized, executed and delivered by it
and constitutes its valid and binding obligation, enforceable against it in
accordance with its terms except that such enforceability may be subject to (A)
applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally, and (B) general principles of
equity regardless of whether such enforcement is considered in a proceeding in
equity or at law and (ii) the Trustee represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law. None of the
Trustee, the Fiscal Agent or the Paying Agent shall be accountable for the use
or application by the Depositor or any Master Servicer or any Special Servicer
or by each other of any of the Certificates or any of the proceeds of such
Certificates, or for the use or application by the Depositor or any Master
Servicer or any Special Servicer or by each other of funds paid in consideration
of the assignment of the Mortgage Loans to the Trust or deposited into the
Distribution Account or any other fund or account maintained with respect to the
Certificates or any account maintained pursuant to this Agreement or for
investment of any such amounts. No recourse shall be had for any claim based on
any provisions of this Agreement, the Private Placement Memorandum, the
Preliminary Prospectus Supplement, the Final Prospectus Supplement, the
Prospectus or the Certificates (except with respect to the Trustee, the Fiscal
Agent and the Paying Agent to the extent of information furnished by the
Trustee, the Fiscal Agent and the Paying Agent under the caption entitled
"DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying
Agent, Certificate Registrar and Authenticating Agent" in the Preliminary
Prospectus Supplement and the Final Prospectus Supplement), the Mortgage Loans
or the assignment thereof against the Trustee, the Fiscal Agent or the Paying
Agent in such Person's individual capacity and any such claim shall be asserted
solely against the Trust or any indemnitor who shall furnish indemnity as
provided herein. None of the Trustee, the Fiscal Agent or the Paying Agent shall
be liable for any action or failure of any action by the Depositor or any Master
Servicer or any Special Servicer or by each other hereunder. None of Trustee,
the Fiscal Agent or the Paying Agent shall at any time have any responsibility
or liability for or with respect to the legality, validity or enforceability of
the Mortgages or the Mortgage Loans, or the perfection and priority of the
Mortgages or the maintenance of any such perfection and priority, or for or with
respect to the efficacy of the Trust or its ability to generate the payments to
be distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of any Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or any Master Servicer or any Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to the receipt by a Responsible
Officer of the Trustee of notice or other discovery of any non compliance
therewith or any breach thereof; any investment of monies by or at the direction
of any Master Servicer or any Special Servicer or any loss resulting therefrom;
the failure of any Master Servicer or any Sub-Servicer or any Special Servicer
to act or perform any duties required of it on behalf of the Trustee hereunder;
or any action by the Trustee taken at the instruction of any Master Servicer or
any Special Servicer.

            Section 7.4 The Trustee, the Fiscal Agent and the Paying Agent May
Own Certificates

            Each of the Trustee, the Fiscal Agent and the Paying Agent in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be.

            Section 7.5 Eligibility Requirements for the Trustee, the Fiscal
Agent and the Paying Agent

            The Trustee hereunder shall at all times be (i) an institution
insured by the FDIC, (ii) a corporation, national bank or national banking
association organized and doing business under the laws of the United States of
America and any state thereof, authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A-1" (without regard to plus or minus) by S&P and whose long-term senior
unsecured debt, or that of its fiscal agent, if applicable, is at all times
rated not less than "AA-" by Fitch (or, if the Trustee is rated "A+" by Fitch, a
short-term rating of at least "F-1+" in the case of Fitch) and "A+" by S&P,
unless a Fiscal Agent is appointed that has a long-term unsecured debt rating
that is at least "A+" by S&P and a short-term unsecured debt rating that is at
least "A-1" by S&P, in which case such Trustee's long-term unsecured debt will
be permitted to be rated not less than "A" by S&P or otherwise acceptable to the
Rating Agencies as evidenced by a Rating Agency Confirmation. If such
corporation, national bank or national banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation, national bank or
national banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee or the Fiscal Agent shall resign
immediately in the manner and with the effect specified in Section 7.6.

            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 Fitch, unless and to the extent Rating Agency
Confirmation is obtained.

            Section 7.6 Resignation and Removal of the Trustee, the Fiscal Agent
or the Paying Agent

            (a) The Trustee, the Fiscal Agent or the Paying Agent may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor, the Master Servicers and the Rating Agencies;
provided that such resignation shall not be effective until its successor shall
have accepted the appointment. Upon receiving such notice of resignation, the
Depositor will promptly appoint a successor trustee, fiscal agent or paying
agent, as the case may be, except in the case of the initial Trustee or Fiscal
Agent, in which case both shall be so replaced but may be replaced under this
paragraph sequentially, by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee or the Fiscal Agent, one copy to the
successor trustee and one copy to each of the Master Servicers, the Paying Agent
and the Rating Agencies. If no successor trustee, fiscal agent or paying agent
shall have been so appointed, as the case may be, and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee, the Fiscal Agent or the Paying Agent, as the case may be, may
petition any court of competent jurisdiction for the appointment of a successor
trustee, fiscal agent or paying agent, as the case may be. It shall be a
condition to the appointment of a successor trustee or fiscal agent that such
entity satisfies the eligibility requirements set forth in Section 7.5.

            (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), 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 or (v) with respect with the initial Trustee, a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings required by clause (iii) of Section 7.5, then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicers and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed and has accepted such
appointment. In the case of the removal of the initial Trustee, the Depositor
shall also remove the Fiscal Agent and the Paying Agent. In this case, the
procedures and liability for costs of such removal shall be the same as they are
stated in subsection (c) of this Section 7.6 with respect to the Fiscal Agent.

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

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

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

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

            Section 7.7 Successor Trustee, Fiscal Agent or Paying Agent

            (a) Any successor Trustee, Fiscal Agent or Paying Agent appointed as
provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, Fiscal Agent or Paying Agent,
as the case may be, shall become effective and such successor Trustee, Fiscal
Agent or Paying Agent, as the case may be, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee, Fiscal Agent or Paying Agent herein, as the case may be. The
predecessor Trustee, Fiscal Agent or Paying Agent shall deliver (at such
predecessor's own expense) to the successor Trustee, Fiscal Agent or Paying
Agent all Mortgage Files and documents and statements related to the Mortgage
Files held by it hereunder, and the predecessor Trustee shall duly assign,
transfer, deliver and pay over (at such predecessor's own expense) to the
successor Trustee, the entire Trust, together with all instruments of transfer
and assignment or other documents properly executed necessary to effect such
transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, shall also deliver all records or copies thereof maintained by the
predecessor Trustee, Fiscal Agent or Paying Agent in the administration hereof
as may be reasonably requested by the successor Trustee, Fiscal Agent or Paying
Agent, as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee, Fiscal Agent or
Paying Agent, as the case may be, all such rights, powers, duties and
obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

            (b) No successor Trustee, Fiscal Agent or Paying Agent shall accept
appointment as provided in this Section unless at the time of such appointment
such successor Trustee, Fiscal Agent or Paying Agent, as the case may be, shall
be eligible under the provisions of Section 7.5.

            (c) Upon acceptance of appointment by a successor Trustee, Fiscal
Agent or Paying Agent as provided in this Section, the successor Trustee, Fiscal
Agent or Paying Agent shall mail notice of the succession of such Trustee,
Fiscal Agent or Paying Agent hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to the Rating Agencies. The
expenses of such mailing shall be borne by the successor Trustee, Fiscal Agent
or Paying Agent. If the successor Trustee, Fiscal Agent or Paying Agent fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, Fiscal Agent or Paying Agent, the Master Servicer shall cause such
notice to be mailed at the expense of the successor Trustee, Fiscal Agent or
Paying Agent, as applicable.

            Section 7.8 Merger or Consolidation of Trustee, Fiscal Agent or
Paying Agent

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

            Section 7.9 Appointment of Co-Trustee, Separate Trustee, Agents or
Custodian

            (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by any Master Servicer or any Special Servicer that such
separate trustee or co-trustee is necessary or advisable) under the laws of any
state in which a property securing a Mortgage Loan is located or for the purpose
of otherwise conforming to any legal requirement, restriction or condition in
any state in which a property securing a Mortgage Loan is located or in any
state in which any portion of the Trust is located. The separate trustees, co
trustees, or custodians so appointed shall be trustees or custodians for the
benefit of all the Certificateholders, shall have such powers, rights and
remedies as shall be specified in the instrument of appointment and shall be
deemed to have accepted the provisions of this Agreement; provided that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee; provided, further, that the Trustee shall be liable for the actions
of any co-trustee or separate trustee appointed by it and shall have no
liability for the actions of any co-trustee or separate trustee appointed by the
Depositor or the Certificateholders pursuant to this paragraph.

            (b) The Trustee or the Paying Agent, as the case may be, may from
time to time appoint one or more independent third-party agents to perform all
or any portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

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

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

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

            (iii) no trustee or custodian hereunder shall be personally liable
      by reason of any act or omission of any other trustee or custodian
      hereunder; and

            (iv) the Trustee or, in the case of the Trust, the
      Certificateholders evidencing more than 50% of the Aggregate Principal
      Amount of the Certificates then outstanding may at any time accept the
      resignation of or remove any separate trustee, co-trustee or custodian, so
      appointed by it or them, if such resignation or removal does not violate
      the other terms of this Agreement.

            (d) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. Each separate trustee and co
trustee, upon its acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.

            (e) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

            (f) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

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

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

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

            Section 7.10 Authenticating Agents

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

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

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

            Section 7.11 Indemnification of Trustee, Fiscal Agent and the Paying
Agent

            (a) The Trustee, the Certificate Registrar, the Paying Agent, the
Fiscal Agent and each of its respective partners, representatives, Affiliates,
members, managers, directors, officers, employees, agents and Controlling
Persons shall be entitled to indemnification from the Trust for any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action incurred without negligence or willful
misconduct on their respective part, arising out of, or in connection with this
Agreement, the Mortgage Loans, the Certificates and the acceptance or
administration of the trusts or duties created hereunder (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of any Master Servicer, any Special Servicer or the
Depositor or of each other such Person hereunder but only to the extent the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, is unable to recover within a reasonable period of time such amount
from such third party pursuant to this Agreement) including the costs and
expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder and the
Trustee, the Fiscal Agent, the Certificate Registrar and the Paying Agent and
each of their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents and Controlling Persons shall
be entitled to indemnification from the Trust for any unanticipated loss,
liability or expense incurred in connection with the provision by the Trustee,
the Fiscal Agent, the Certificate Registrar and the Paying Agent of the reports
required to be provided by it pursuant to this Agreement; provided that:

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

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

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

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

            (c) The Depositor shall indemnify and hold harmless the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
their respective partners, representatives, Affiliates, members, managers,
directors, officers, employees, agents and Controlling Persons from and against
any loss, claim, damage or liability, joint or several, and any action in
respect thereof, to which the Trustee, the Fiscal Agent, the Certificate
Registrar or the Paying Agent, as the case may be, their respective partners,
representatives, Affiliates, members, managers, directors, officers, employees,
agents or Controlling Person may become subject under the 1933 Act, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Private Placement Memorandum, the Preliminary Prospectus Supplement, the
Final Prospectus Supplement or the Prospectus, or arises out of, or is based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents or Controlling Person for any
legal and other expenses reasonably incurred by the Trustee, the Fiscal Agent,
the Certificate Registrar or the Paying Agent, as the case may be, or any such
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents or Controlling Person in investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action;
provided that the Depositor shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission made in
any such Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus in reliance upon and in conformity with
written information concerning the Trustee, the Fiscal Agent, the Certificate
Registrar or the Paying Agent, as the case may be, furnished to the Depositor by
or on behalf of such Person specifically for inclusion therein. It is hereby
expressly agreed that the only written information provided by the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
for inclusion in the Preliminary Prospectus Supplement and Final Prospectus
Supplement is set forth (i) in the case of the Trustee and the Paying Agent in
the second, fourth and fifth sentences under the caption entitled "DESCRIPTION
OF THE OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying Agent,
Certificate Registrar and Authenticating Agent--The Trustee, Paying Agent,
Certificate Registrar and Authenticating Agent" and (ii) in the case of the
Fiscal Agent in the seventh and eighth sentences under the caption entitled
"DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee, Fiscal Agent, Paying
Agent, Certificate Registrar and Authenticating Agent--The Fiscal Agent." The
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, shall immediately notify the Depositor and the Sellers if a claim
is made by a third party with respect to this Section 7.11(c) entitling such
Person, its partners, representatives, Affiliates, members, managers, directors,
officers, employees, agents or Controlling Person to indemnification hereunder,
whereupon the Depositor shall assume the defense of any such claim (with counsel
reasonably satisfactory to such Person) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees, agents or Controlling Person may have
to indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

            Section 7.12 Fees and Expenses of Trustee, the Fiscal Agent and the
Paying Agent

            The Trustee shall be entitled to receive the Trustee Fee, pursuant
to Section 5.3(b)(ii) (which shall not be limited by any provision of law with
respect to the compensation of a trustee of an express trust), for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties respectively, hereunder of the
Trustee and the Paying Agent. The Trustee, the Fiscal Agent and the Paying Agent
shall also be entitled to recover from the Trust all reasonable unanticipated
expenses and disbursements incurred or made by the Trustee, the Fiscal Agent and
the Paying Agent in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and other Persons not regularly in its employ), not
including expenses incurred in the ordinary course of performing its duties as
Trustee, Fiscal Agent or Paying Agent, respectively, hereunder, and except any
such expense, disbursement or advance as may arise from the negligence or bad
faith of such Person or which is the responsibility of the Holders of the
Certificates hereunder. The provisions of this Section 7.12 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Fiscal Agent or the Paying Agent.

            Section 7.13 Collection of Moneys

            Except as otherwise expressly provided in this Agreement, the
Trustee and the Paying Agent may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee or the Paying Agent, as the case may be, pursuant to this Agreement.
The Trustee or the Paying Agent, as the case may be, shall hold all such money
and property received by it as part of the Trust and shall distribute it as
provided in this Agreement. If the Trustee or the Paying Agent, as the case may
be, shall not have timely received amounts to be remitted with respect to the
Mortgage Loans from the applicable Master Servicer, the Trustee or the Paying
Agent, as the case may be, shall request that the applicable Master Servicer
make such distribution as promptly as practicable or legally permitted. If the
Trustee or the Paying Agent, as the case may be, shall subsequently receive any
such amount, it may withdraw such request.

            Section 7.14 Trustee to Act; Appointment of Successor

            (a) On and after the time a Master Servicer is terminated pursuant
to this Agreement in accordance with Sections 8.28 and 8.29, the Trustee shall
be the successor in all respects to such Master Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on such
Master Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by such Master
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of such Master
Servicer contained in this Agreement or (ii) any obligation incurred by such
Master Servicer prior to its termination or resignation (including, without
limitation, such Master Servicer's obligation to repay losses resulting from the
investment of funds in any account established under this Agreement), except any
ongoing obligations to the Primary Servicers arising after the termination of
such Master Servicer from their servicing rights and obligations under the
applicable Primary Servicing Agreement. In the Trustee's capacity as such
successor, the Trustee shall have the same limitations on liability granted to
such Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to such Master
Servicer set forth in this Agreement, including, without limitation, the Master
Servicing Fee.

            (b) Notwithstanding the above, the Trustee (A) may, if the Trustee
is unwilling to so act, or (B) shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint any established commercial
or multifamily mortgage finance institution, servicer or special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
meeting such other standards for a successor servicer as are set forth in this
Agreement and with respect to which Rating Agency Confirmation is obtained, as
the successor to such terminated Master Servicer hereunder in the assumption of
all of the responsibilities, duties or liabilities of a servicer as the
applicable Master Servicer hereunder and under the applicable Primary Servicing
Agreement. Pending any such appointment, the Trustee shall act in such capacity
as hereinabove provided. Any entity designated by the Trustee as successor
Master Servicer may be an Affiliate of the Trustee; provided that such Affiliate
must meet the standards for the Master Servicer as set forth herein. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree subject to Section 8.10. The Trustee
and such successor shall take such actions, consistent with this Agreement as
shall be necessary to effectuate any such succession. The terminated Master
Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of such Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume such Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by such Master Servicer in the applicable Certificate
Account and any other account or fund maintained with respect to the
Certificates or thereafter be received by such Master Servicer with respect to
the Mortgage Loans. Neither the Trustee nor any other successor servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof caused by (i)
the failure of the terminated Master Servicer to deliver, or any delay in
delivering, cash, documents or records to it, or (ii) restrictions imposed by
any regulatory authority having jurisdiction over such Master Servicer. The
Trustee shall be reimbursed for all of its out-of-pocket expenses incurred in
connection with obtaining such successor Master Servicer by the Trust within 30
days of the Trustee's submission of an invoice with respect thereto, to the
extent such expenses have not been reimbursed by the terminated Master Servicer
as provided herein; such expenses paid by the Trust shall be deemed to be an
Additional Trust Expense.

            (c) On and after the time a Special Servicer is terminated pursuant
to this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to such Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall,
subject to Section 9.21(d), have all the rights and powers and be subject to all
the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on such Special Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by such Special Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
such Special Servicer contained in this Agreement or (ii) any obligation
incurred by such Special Servicer prior to its termination or resignation. In
the Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability granted to such Special Servicer in this Agreement. As
compensation therefor, the Trustee shall, subject to Section 9.21(d), be
entitled to receive all the compensation payable to such Special Servicer set
forth in this Agreement, including, without limitation the Special Servicer
Compensation.

            (d) Notwithstanding the above, the Trustee may, if the Trustee shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
and meeting such other standards for a successor Special Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the terminated Special Servicer hereunder in the
assumption of all of the responsibilities, duties or liabilities of a Special
Servicer hereunder. Pending any such appointment, the Trustee shall act in such
capacity as hereinabove provided. Any entity designated by the Trustee as
successor Special Servicer may be an Affiliate of the Trustee; provided that
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor, subject to
Section 9.21(d), out of payments on Mortgage Loans as it and such successor
shall agree; provided that no such compensation shall be in excess of that
permitted to the terminated Special Servicer under this Agreement. The Trustee
and such successor shall take such actions, consistent with this Agreement as
shall be necessary to effectuate any such succession. The terminated Special
Servicer shall cooperate with the Trustee and any successor Special Servicer in
effecting the termination of such Special Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of
Specially Serviced Mortgage Loans of the assignment of the special servicing
function and providing the Trustee and successor Special Servicer all documents
and records in its possession in electronic or other form reasonably requested
by the successor Special Servicer to enable the successor Special Servicer to
assume such Special Servicer's functions hereunder and the transfer to the
Trustee or such successor Special Servicer of all amounts which shall at the
time be or should have been deposited by the terminated Special Servicer in the
applicable Certificate Account and any other account or fund maintained with
respect to the Certificates or thereafter be received by such Special Servicer
with respect to the Mortgage Loans. Neither the Trustee nor any other successor
Special Servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the terminated Special Servicer to
deliver, or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over such
Special Servicer. The Trustee shall be reimbursed for all of its out-of-pocket
expenses incurred in connection with obtaining such successor Special Servicer
by the Trust within 30 days of submission of an invoice with respect thereto but
only to the extent such expenses have not been reimbursed by the terminated
Special Servicer as provided herein; and such expenses paid by the Trust shall
be deemed to be an Additional Trust Expense.

            Section 7.15 Notification to Holders

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

            Section 7.16 Representations and Warranties of the Trustee, the
Fiscal Agent and the Paying Agent

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee, the Fiscal Agent and the Paying Agent

            Each of the Trustee, the Fiscal Agent and the Paying Agent, at its
own respective expense, shall maintain in effect a Fidelity Bond and a Errors
and Omissions Insurance Policy. The Errors and Omissions Insurance Policy and
Fidelity Bond shall be issued by a Qualified Insurer in form and in amount
customary for trustees, fiscal agents or paying agents in similar transactions
(unless the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
self insures as provided below). In the event that any such Errors and Omissions
Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, shall obtain a comparable
replacement policy or bond from an insurer or issuer meeting the requirements
set forth above as of the date of such replacement. So long as the long-term
debt rating of the Trustee, the Fiscal Agent or the Paying Agent, as the case
may be, is not less than "A" as rated by S&P and Fitch, if rated by S&P and
Fitch, respectively, the Trustee, the Fiscal Agent or the Paying Agent, as the
case may be, may self-insure for the Fidelity Bond and the Errors and Omissions
Insurance Policy.

                                  ARTICLE VIII

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            Section 8.1 Servicing Standard; Servicing Duties

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Trust and for the benefit of the Certificateholders as a whole,
the Master Servicers shall service and administer the Mortgage Loans in
accordance with the Servicing Standard and the terms of this Agreement. The
General Master Servicer shall be the Master Servicer with respect to all the
Mortgage Loans (other than the NCB, FSB Loans) and other assets in the Trust
(other than the NCB, FSB Trust Assets) and, as such, shall service and
administer such assets as shall be required of the Master Servicer hereunder
with respect to such of the Trust assets. The NCB Master Servicer shall be the
Master Servicer with respect to the NCB, FSB Trust Assets and, as such, shall
service and administer the NCB, FSB Trust Assets as shall be required of such
Master Servicer hereunder with respect to the NCB, FSB Trust Assets.

            In connection with such servicing and administration, each Master
Servicer shall service in accordance with the Servicing Standard; provided,
however, that nothing herein contained shall be construed as an express or
implied guarantee by the applicable Master Servicer of the collectability of
payments on the Mortgage Loans or shall be construed as impairing or adversely
affecting any rights or benefits specifically provided by this Agreement to the
applicable Master Servicer, including with respect to Master Servicing Fees or
the right to be reimbursed for Advances.

            (b) The applicable Master Servicer, in the case of an event
specified in clause (x) of this subclause (b), and the applicable Special
Servicer, in the case of an event specified in clause (y) of this subclause (b),
shall each send a written notice to the other and to the Trustee and the Paying
Agent, the Operating Adviser and each Seller within two Business Days after
becoming aware (x) that a Servicing Transfer Event has occurred with respect to
a Mortgage Loan or (y) that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan and, in the case
of an event specified in clause (x) of this subclause (b) above, the Servicing
Transfer Event that occurred.

            (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if any of the applicable Master Servicer, the applicable Special
Servicer or the applicable Primary Servicer has actual knowledge of any event
giving rise to a claim under an Environmental Insurance Policy, such Person
shall notify the related Master Servicer, the related Special Servicer and the
related Primary Servicer, as applicable, to such effect and such Master Servicer
shall take reasonable actions as are in accordance with the Servicing Standard
and the terms and conditions of such Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer or the
applicable Special Servicer as a Servicing Advance.

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

            Section 8.2 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Master Servicers

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

            Section 8.3 Master Servicers' General Power and Duties

            (a) Each Master Servicer shall service and administer the Mortgage
Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and 9.39 and Article
XII hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement, such power
and authority shall include, without limitation, the right, subject to the terms
hereof, (A) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents
(including, without limitation, estoppel certificates, financing statements,
continuation statements, title endorsements and reports and other documents and
instruments necessary to preserve and maintain the lien on the related Mortgaged
Property and related collateral), (B) to consent to assignments and assumptions
or substitutions, and transfers of interest of any Mortgagor, in each case
subject to and in accordance with the terms of the related Mortgage Loan and
Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7,
to consent to any subordinate financings to be secured by any related Mortgaged
Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and, subject to Section
8.7, to consent to any mezzanine debt to the extent such consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the
Mortgage Loan as the applicable Master Servicer deems reasonable under the
circumstances, (F) to execute and deliver, on behalf of the Certificateholders
and the Trustee, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties, including
agreements and requests by the Mortgagor with respect to modifications of the
standards of operation and management of the Mortgaged Properties or the
replacement of asset managers; provided, that with respect to Mortgage Loan No.
1 (125 Park Avenue), the Master Servicer shall not approve of any replacement
property manager without first having obtained Rating Agency Confirmation, (G)
to consent to any operation or action under a Mortgage Loan that is contemplated
or permitted under a Mortgage or other documents evidencing or securing the
applicable Mortgage Loan (either as a matter of right or upon satisfaction of
specified conditions), (H) to obtain, release, waive or modify any term other
than a Money Term of a Mortgage Loan and related documents subject to and to the
extent permitted by Section 8.18, (I) to exercise all rights, powers and
privileges granted or provided to the holder of the Mortgage Notes under the
terms of the Mortgage, including all rights of consent or approval thereunder,
(J) to enter into lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements which may be requested by the
Mortgagor or the Mortgagor's tenants, (K) to join the Mortgagor in granting,
modifying or releasing any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value of
the related Mortgage Loan or Mortgaged Property, (L) to execute and deliver, on
behalf of itself, the Trustee, the Trust or any of them, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties, and (M) cause to be held on behalf of the
Trustee, in accordance with the terms of any Mortgage Loan and this Agreement,
Defeasance Collateral. The foregoing clauses (A) through (M) are referred to
collectively as "Master Servicer Consent Matters." In addition, each Master
Servicer, consistent with the Servicing Standard, may waive any default interest
and Late Fees with respect to its Mortgage Loans that are not Specially Serviced
Mortgage Loans; provided that, to the extent the applicable Master Servicer
waives any default interest and Late Fees, any outstanding Advance Interest with
respect to the related Mortgage Loan that would otherwise have been paid out of
such default interest and Late Fees shall be paid out of the additional
servicing compensation payable to such Master Servicer with respect to that
Mortgage Loan; and provided, further, that if no additional servicing
compensation is available to offset the outstanding Advance Interest with
respect to the Mortgage Loan that would otherwise be offset by the default
interest and Late Fees, then the applicable Master Servicer shall not waive such
default interest and Late Fees unless it is the first such waiver with respect
to the subject Mortgage Loan under such circumstances.

            Notwithstanding the above, the Master Servicers shall have no power
to (i) waive any Prepayment Premiums or (ii) consent to any modification of a
Money Term. In addition, subject to the Servicing Standard, the Master Servicers
shall not accept any prepayment of principal with respect to any Mortgage Loan
on any date other than the related Due Date unless such payment is accompanied
by a payment of the interest due with respect to such Mortgage Loan up to the
next succeeding Due Date or unless such prepayment is required to be permitted
under the related Mortgage Loan documents on a date other than the related Due
Date. Nothing contained in this Agreement shall limit the ability of the Master
Servicers to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property, except for a Co-op Mortgage Loan as to which the NCB,
FSB Subordinate Debt Conditions have been satisfied in which case a subordinate
loan may be secured by a mortgage lien on the related Mortgaged Property),
accept deposits from and otherwise generally engage in any kind of business or
dealings with any Mortgagor as though the Master Servicer were not a party to
this Agreement or to the transactions contemplated hereby; provided, however,
that this sentence shall not modify the Servicing Standard.

            (b) No Master Servicer shall be obligated to service and administer
the Mortgage Loans which have become and continue to be Specially Serviced
Mortgage Loans, except as specifically provided herein. Such Master Servicer
shall be required to make all calculations and prepare all reports required
hereunder with respect to such Specially Serviced Mortgage Loans (other than
calculations and reports expressly required to be made by the applicable Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances as set forth herein and render such incidental
services with respect to such Specially Serviced Mortgage Loans, all as are
specifically provided for herein, but shall have no other servicing or other
duties with respect to such Specially Serviced Mortgage Loans. Each Master
Servicer shall give notice within three Business Days to the applicable Special
Servicer of any collections it receives from any Specially Serviced Mortgage
Loans, subject to changes agreed upon from time to time by such Special Servicer
and such Master Servicer. Each Special Servicer shall instruct within one
Business Day after receiving such notice the applicable Master Servicer on how
to apply such funds. The applicable Master Servicer within one Business Day
after receiving such instructions shall apply such funds in accordance with the
applicable Special Servicer's instructions. Each Mortgage Loan that becomes a
Specially Serviced Mortgage Loan shall continue as such until such Mortgage Loan
becomes a Rehabilitated Mortgage Loan. No Master Servicer shall be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

            (c) Concurrently with the execution of this Agreement, the Trustee
shall sign the Powers of Attorney attached hereto as Exhibit S-1A and Exhibit
S-1B. The Master Servicer, shall promptly notify the Trustee of the recording of
any document on behalf of the Trustee under such Power-of-Attorney. From time to
time until the termination of the Trust, upon receipt of additional unexecuted
powers of attorney from the Master Servicers or the Special Servicers, the
Trustee shall execute and return to any Master Servicer, any Special Servicer or
any Primary Servicer any additional powers of attorney and other documents
necessary or appropriate to enable such Master Servicer and such Special
Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance,
repair, leasing or marketing of the Mortgaged Properties. Each Master Servicer
shall indemnify the Trustee for any costs, liabilities and expenses (including
attorneys' fees) incurred by the Trustee in connection with the intentional or
negligent misuse of such power of attorney by a Master Servicer. Notwithstanding
anything contained herein to the contrary, neither the Master Servicers nor the
Special Servicers shall, without the Trustee's written consent: (i) initiate any
action, suit or proceeding directly relating to the servicing of the Mortgage
Loans solely under the Trustee's name without indicating the Master Servicer's
or Special Servicer's, as applicable, representative capacity, (ii) initiate any
other action, suit or proceeding not directly relating to the servicing of the
Mortgage Loans (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or the Sellers for breaches
of representations and warranties) solely under the Trustee's name, (iii) engage
counsel to represent the Trustee in any action, suit or proceeding not directly
related to the servicing of the Mortgage Loans (including but not limited to
actions, suits or proceedings against Certificateholders, or against the
Depositor or the Sellers for breaches of representations and warranties, or (iv)
prepare, execute or deliver any government filings, forms, permits,
registrations or other documents or take any other actions with the intent to
cause, and that actually causes, the Trustee to be registered to do business in
any state. The limitations of the preceding clause shall not be construed to
limit any duty or obligation imposed on the Trustee under any other provision of
this Agreement.

            (d) Each Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

            (e) Each Master Servicer (or any Primary Servicer on its behalf)
shall segregate and hold all funds collected and received pursuant to any
Mortgage Loan constituting Escrow Amounts separate and apart from any of its own
funds and general assets and shall establish and maintain one or more segregated
custodial accounts (each, an "Escrow Account") into which all Escrow Amounts
shall be deposited within one Business Day after receipt. Each Escrow Account
shall be an Eligible Account except with respect to Mortgage Loans identified on
Schedule IX for which Escrow Accounts shall be transferred to Eligible Accounts
at the earliest date permitted under the related Mortgage Loan documents. Each
Master Servicer shall also deposit into each applicable Escrow Account any
amounts representing losses on Eligible Investments pursuant to the immediately
succeeding paragraph and any Insurance Proceeds or Liquidation Proceeds which
are required to be applied to the restoration or repair of any Mortgaged
Property pursuant to the related Mortgage Loan. Each Escrow Account shall be
maintained in accordance with the requirements of the related Mortgage Loan and
in accordance with the Servicing Standard. Withdrawals from an Escrow Account
may be made only:

            (i) to effect timely payments of items constituting Escrow Amounts
      for the related Mortgage Loan;

            (ii) to transfer funds to the applicable Certificate Account (or any
      sub-account thereof) to reimburse the applicable Master Servicer for any
      Advance (or the Trust for any Unliquidated Advance) relating to Escrow
      Amounts, but only from amounts received with respect to the related
      Mortgage Loan which represent late collections of Escrow Amounts
      thereunder;

            (iii) for application to the restoration or repair of the related
      Mortgaged Property in accordance with the related Mortgage Loan and the
      Servicing Standard;

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement or pay-off of the related Mortgage Loan;

            (v) to pay from time to time to the related Mortgagor any interest
      or investment income earned on funds deposited in the applicable Escrow
      Account if such income is required to be paid to the related Mortgagor
      under applicable law or by the terms of the Mortgage Loan, or otherwise to
      the applicable Master Servicer; and

            (vi) to remove any funds deposited in a Escrow Account that were not
      required to be deposited therein or to refund amounts to the Mortgagors
      determined to be overages.

            Subject to the immediately succeeding two sentences, (i) each Master
Servicer may direct any depository institution or trust company in which the
applicable Escrow Accounts are maintained to invest the funds held therein in
one or more Eligible Investments; provided, however, that such funds shall be
either (x) immediately available or (y) available in accordance with a schedule
which will permit such Master Servicer to meet the payment obligations for which
the applicable Escrow Account was established; (ii) each Master Servicer shall
be entitled to all income and gain realized from any such investment of funds as
additional servicing compensation; and (iii) each Master Servicer shall deposit
from its own funds in the applicable Escrow Account the amount of any loss
incurred in respect of any such investment of funds on or before the next Master
Servicer Remittance Date. The Master Servicers shall not direct the investment
of funds held in any Escrow Account and retain the income and gain realized
therefrom if the terms of the related Mortgage Loan or applicable law permit the
Mortgagor to be entitled to the income and gain realized from the investment of
funds deposited therein, and the Master Servicers shall not be required to
invest amounts on deposit in applicable Escrow Accounts in Eligible Investments
or Eligible Accounts to the extent that the Master Servicers are required by
either law or under the terms of any related Mortgage Loan to deposit or invest
(or the Mortgagor is entitled to direct the deposit or investment of) such
amounts in another type of investments or accounts. In the event a Master
Servicer is not entitled to direct the investment of such funds, (1) such Master
Servicer shall direct the depository institution or trust company in which such
Escrow Accounts are maintained to invest the funds held therein in accordance
with the Mortgagor's written investment instructions, if the terms of the
related Mortgage Loan or applicable law require such Master Servicer to invest
such funds in accordance with the Mortgagor's directions; and (2) in the absence
of appropriate written instructions from the Mortgagor, the Master Servicers
shall have no obligation to, but may be entitled to, direct the investment of
such funds; provided, however, that in either event (i) such funds shall be
either (y) immediately available or (z) available in accordance with a schedule
which will permit the Master Servicers to meet the payment obligations for which
the applicable Escrow Account was established, and (ii) the Master Servicers
shall have no liability for any loss in investments of such funds that are
invested pursuant to written instructions from the Mortgagor.

            (f) The relationship of each of the Master Servicers and the Special
Servicers to the Trustee and the Paying Agent and to each other under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

            (g) With respect to each Mortgage Loan, if required by the terms of
the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the
applicable Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by such Master
Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required
pursuant to the related Mortgage Loan documents. The applicable Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the
related Mortgage Loan documents, any Lock-Box Agreement and in accordance with
the Servicing Standard.

            (h) The applicable Master Servicer or any Primary Servicer on its
behalf shall process all defeasances of Mortgage Loans in accordance with the
terms of the Mortgage Loan documents, and shall be entitled to any fees paid
relating thereto. The applicable Master Servicer shall not permit defeasance (or
partial defeasance if permitted under the Mortgage Loan) of any Mortgage Loan on
or before the second anniversary of the Closing Date unless such defeasance will
not result in an Adverse REMIC Event and such Master Servicer has received an
opinion of counsel to such effect and all items in the following sentence have
been satisfied. Subsequent to the second anniversary of the Closing Date, the
applicable Master Servicer, in connection with the defeasance of a Mortgage Loan
shall require (to the extent it is not inconsistent with the Servicing Standard)
that: (i) the defeasance collateral consists of "government securities" as
defined in the 1940 Act, subject to Rating Agency approval, (ii) such Master
Servicer has received evidence satisfactory to it, that the defeasance will not
result in an Adverse REMIC Event, (iii) either (A) the related Mortgagor
designates a Single-Purpose Entity (if the Mortgagor no longer complies) to own
the Defeasance Collateral (subject to customary qualifications) or (B) such
Master Servicer has established a Single-Purpose Entity to hold all Defeasance
Collateral relating to the Defeasance Loans (in its corporate capacity and not
as agent of or on behalf of the Trust or the Trustee), (iv) such Master Servicer
has requested and received from the Mortgagor (A) an opinion of counsel that the
Trustee will have a perfected, first priority security interest in such
Defeasance Collateral and (B) written confirmation from a firm of independent
accountants stating that payments made on such Defeasance Collateral in
accordance with the terms thereof will be sufficient to pay the subject Mortgage
Loan (or the defeased portion thereof in connection with a partial defeasance)
in full on or before its Maturity Date (or, in the case of the ARD Loan, on or
before its Anticipated Repayment Date) and to timely pay each subsequent
Scheduled Payment, (v) (A) such Master Servicer shall receive a Rating Agency
Confirmation if the Mortgage Loan (together with any other Mortgage Loan with
which it is cross-collateralized) has a Principal Balance greater than the
lesser of $20,000,000 and 5% of the Aggregate Certificate Balance (or such
higher threshold as shall be published by S&P), unless such Rating Agency has
waived in writing such Rating Agency Confirmation requirement or (B) if the
Mortgage Loan is less than or equal to both of the amounts set forth in clause
(A), either a Notice and Certification in the form attached hereto as Exhibit Z
(or such less restrictive form as shall be adopted by S&P) or a Rating Agency
Confirmation is received from S&P and (vi) a Rating Agency Confirmation is
received if the Mortgage Loan is one of the ten largest Mortgage Loans, by
Principal Balance. Any customary and reasonable out-of-pocket expense incurred
by the applicable Master Servicer pursuant to this Section 8.3(h) shall be paid
by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document, if so allowed by the terms of such
documents.

            The parties hereto acknowledge that, if a Seller shall have breached
the representation set forth under the heading "Releases of Mortgaged Property"
in Exhibit 2 to the Mortgage Loan Purchase Agreements, regarding the obligations
of a Mortgagor to pay the costs of a tax opinion associated with the full or
partial release or substitution of collateral for a Mortgage Loan because the
related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, to the extent an amount is due and not paid by the
Mortgagor, then the sole obligation of the related Seller shall be to pay for
such tax opinion. In addition, the parties hereto acknowledge that, if a Seller
shall have breached the representation set forth under the heading "Defeasance
and Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance or assumption of the related Mortgage Loan, because
the related Mortgage Loan documents do not require the related Mortgagor to pay
costs related thereto, including, but not limited to, amounts owed to one or
both Rating Agencies, then the sole obligation of the related Seller shall be to
pay an amount equal to such insufficiency or expense to the extent the related
Mortgagor is not required to pay such amount. Promptly upon receipt of notice of
such insufficiency or unpaid expenses or costs, the applicable Master Servicer
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account. The related Seller shall have no obligation to
pay for any of the foregoing costs if the applicable Mortgagor has an obligation
to pay for such costs.

            In the case of a Specially Serviced Mortgage Loan, the applicable
Master Servicer shall process any defeasance of such Specially Serviced Mortgage
Loan in accordance with the original terms of the respective Mortgage Loan
documents following a request by the applicable Special Servicer that such
Master Servicer do so, which request shall be accompanied by a waiver of any
condition of defeasance that an "event of default" under such Specially Serviced
Mortgage Loan not have occurred or be continuing, and such Master Servicer shall
be entitled to any fees paid relating to such defeasance. If such "event of
default" is on account of an uncured payment default, the applicable Special
Servicer will process the defeasance of such Specially Serviced Mortgage Loan,
and such Special Servicer shall be entitled to any fees paid relating to such
defeasance.

            (i) The applicable Master Servicer shall, as to each Mortgage Loan
which is secured by the interest of the related Mortgagor under a ground lease,
confirm whether or not on or prior to the date that is thirty (30) days after
receipt of the related Servicer Mortgage File by such Master Servicer (or
Primary Servicer, if applicable), the Seller has notified the related ground
lessor of the transfer of such Mortgage Loan to the Trust pursuant to this
Agreement, and informed such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to such Master Servicer (as
evidenced by delivery of a copy thereof to such Master Servicer). Such Master
Servicer shall promptly notify the ground lessor if the Seller has failed to do
so by the thirtieth day after the Closing Date.

            Section 8.4 Primary Servicing and Sub-Servicing

            (a) The parties hereto (A) acknowledge that the General Master
Servicer has delegated certain of its obligations and assigned certain of its
rights under this Agreement to each of the Primary Servicers pursuant to the
respective Primary Servicing Agreements, the IXIS Sub-Servicer pursuant to the
IXIS Sub-Servicing Agreement and the TIAA Sub-Servicer pursuant to the TIAA
Sub-Servicing Agrement; and (B) agree: (1) in addition to those obligations
specifically delegated by the General Master Servicer to the Primary Servicers
under the applicable Primary Servicing Agreement, the IXIS Sub-Servicer under
the IXIS Sub-Servicing Agreement and the TIAA Sub-Servicer under the TIAA
Sub-Servicing Agreement, each Primary Servicer and (if so provided in the
related Sub-Servicing Agreement) each Sub-Servicer shall also perform the
General Master Servicer's obligations set forth in Section 2.1(d) of this
Agreement as such Section relates to the Mortgage Loans serviced by it; (2) in
addition to those rights specifically granted by the General Master Servicer to
the Primary Servicers under the applicable Primary Servicing Agreement or any
Sub-Servicer under the applicable Sub-Servicing Agreement, those rights set
forth in Section 8.24 hereof accruing to the benefit of the General Master
Servicer shall also accrue to the benefit of the Primary Servicers and each
Sub-Servicer; (3) any indemnification or release from liability set forth in
this Agreement accruing to the benefit of the General Master Servicer shall
also, to the extent applicable, benefit the Primary Servicers and each
Sub-Servicer; and (4) for each notice, certification, report, schedule,
statement or other type of writing that a party hereto is obligated to deliver
to the General Master Servicer in respect of Mortgage Loans for which a Primary
Servicer or Sub-Servicer has been engaged, such party shall deliver to each of
the applicable Primary Servicers or the applicable Sub-Servicer a copy of such
notice, certification, report, schedule, statement or other type of writing at
the time and in the same manner that any of the foregoing is required to be
delivered to the General Master Servicer.

            Notwithstanding the provisions of any Primary Servicing Agreement,
any Sub-Servicing Agreement or any other provisions of this Agreement, the
Master Servicers shall remain obligated and liable to the Trustee, the Paying
Agent, the Special Servicers and the Certificateholders for servicing and
administering of the Mortgage Loans in accordance with the provisions of this
Agreement to the same extent as if the applicable Master Servicer was alone
servicing and administering the Mortgage Loans; provided, however, the foregoing
shall not in any way limit or impair the indemnification provisions benefiting
the Master Servicer in Section 8.25. The Master Servicer or applicable Primary
Servicer shall supervise, administer, monitor, enforce and oversee the servicing
of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than
with respect to the agreements with the Primary Servicers or the Sub-Servicers
under agreements that are in effect as of the Closing Date, the terms of any
arrangement or agreement between the Master Servicer or applicable Primary
Servicer, on the one hand, and a Sub-Servicer, on the other, shall provide that
such sub-servicing agreement or arrangement may be terminated, without cause
(or, with respect to a sub-servicing agreement concerning the UCMFI Loans, with
cause only, provided that "cause" will be determined in the same manner as cause
is determined with respect to a Master Servicer pursuant to this Agreement) and
without the payment of any termination fees, by the Trustee in the event such
applicable Master Servicer or the applicable Primary Servicer is terminated in
accordance with this Agreement or the applicable Primary Servicing Agreement. In
addition, none of the Special Servicers, the Trustee, the Paying Agent or the
Certificateholders shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any
Sub-Servicer. The applicable Master Servicer or applicable Primary Servicer
shall pay the costs of enforcement against any of its Sub-Servicers at its own
expense, but shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement only to the extent that such recovery exceeds
all amounts due in respect of the related Mortgage Loans or (ii) from a specific
recovery of costs, expenses or attorneys fees against the party against whom
such enforcement is directed. Notwithstanding the provisions of any Primary
Servicing Agreement or any sub-servicing agreement, any of the provisions of
this Agreement relating to agreements or arrangements between a Master Servicer,
a Primary Servicer or a Sub-Servicer, or reference to actions taken through a
Sub-Servicer or otherwise, the applicable Master Servicer, or applicable Primary
Servicer shall remain obligated and liable to the Trustee, the Paying Agent, the
applicable Special Servicer and the Certificateholders for the servicing and
administering of the applicable Mortgage Loans in accordance with (and subject
to the limitations contained within) the provisions of this Agreement or the
applicable Primary Servicing Agreement without diminution of such obligation or
liability by virtue of indemnification from a Sub-Servicer and to the same
extent and under the same terms and conditions as if the applicable Master
Servicer or applicable Primary Servicer alone were servicing and administering
the Mortgage Loans.

            (b) Subject to the limitations of subsection (a), the Master
Servicers or any Primary Servicer may appoint one or more sub-servicers (each,
along with the IXIS Sub-Servicer and the TIAA Sub-Servicer, a "Sub-Servicer") to
perform all or any portion of its duties hereunder for the benefit of the
Trustee and the Certificateholders, provided, however, that any decision or
recommendation involving the exercise of a Primary Servicer's discretion as a
"lender" under any loan document with respect to a Mortgage Loan shall be
exercised only by the Primary Servicer and may not be delegated to a
Sub-Servicer.

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

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

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

            Notwithstanding any provision of this Agreement, each of the parties
hereto acknowledges and agrees that the Special Servicers, in such capacity, are
neither a party to any Primary Servicing Agreement or Sub-Servicing Agreement,
nor are they bound by any provision of any Primary Servicing Agreement or any
Sub-Servicing Agreement in its capacity as Special Servicer. The Special
Servicers hereby acknowledge the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of the Primary Servicing
Agreements and the Sub-Servicing Agreements.

            Section 8.5 Servicers May Own Certificates

            Any Master Servicer and any Primary Servicer and any agent of the
Master Servicers or Primary Servicers in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not such Master Servicer, such Primary Servicer or such agent.
Any such interest of any Master Servicer or any Primary Servicer or such agent
in the Certificates shall not be taken into account when evaluating whether
actions of such Master Servicer are consistent with its obligations in
accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by such
Master Servicer.

            Section 8.6 Maintenance of Hazard Insurance, Other Insurance and
Taxes

            Subject to the limitations set forth below, each Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgaged Property (other than any REO
Property) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such Mortgage Loan but, in any event,
in an amount sufficient to avoid the application of any co-insurance clause, (B)
any terrorism insurance coverage for a Mortgage Loan, which the related
Mortgagor is required to maintain under the related Mortgage, to the extent that
such insurance is available at a commercially reasonable rate and (C) any other
insurance coverage for a Mortgage Loan which the related Mortgagor is required
to maintain under the related Mortgage; provided the applicable Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property
required by the related Mortgage unless such insurance was required at
origination and is available at a commercially reasonable rate; provided,
however, that the applicable Special Servicer shall have the right, but not the
duty, to obtain, at the Trust's expense, earthquake insurance on any Mortgaged
Property securing a Specially Serviced Mortgage Loan or an REO Property so long
as such insurance is available at a commercially reasonable rate; provided,
further, that a determination by a Master Servicer that terrorism insurance is
not available at a commercially reasonable rate shall be subject to the approval
of the Operating Adviser as set forth below. If the related Mortgagor does not
maintain the insurance set forth in clauses (A), (B) and (C) above, then the
applicable Master Servicer shall cause to be maintained such insurance with a
Qualified Insurer and the payment of the cost of such insurance shall be a
Servicing Advance; provided, that a determination by a Master Servicer that
terrorism insurance should not be obtained on a force-placed basis shall be
subject to the approval of the Operating Adviser as set forth below. Upon a
Master Servicer's determination that terrorism insurance is not available at a
commercially reasonable rate or that terrorism insurance should not be obtained
on a force-placed basis, such Master Servicer shall notify the Operating
Adviser. The Operating Adviser shall have five days after such notice to
disapprove such determination. The failure of the Operating Adviser to provide
notice of such disapproval in such time period shall be deemed approval. If the
Operating Adviser provides such notice of disapproval within such time period,
the Master Servicer shall obtain such insurance coverage and the cost of such
insurance coverage shall be considered a Servicing Advance.

            Each Standard Hazard Insurance Policy maintained with respect to any
Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If, on the
date of origination, the improvements on the Mortgaged Property are located in a
designated special flood hazard area by the Federal Emergency Management Agency
in the Federal Register, as amended from time to time (to the extent permitted
under the related Mortgage Loan or as required by law), the applicable Master
Servicer (with respect to any Mortgaged Property that is not an REO Property)
shall cause flood insurance to be maintained. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan or (ii) the maximum amount of such insurance available for the
related Mortgaged Property under the national flood insurance program, if the
area in which the improvements on the Mortgaged Property are located is
participating in such program. Any amounts collected by the applicable Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the terms of
the applicable Mortgage Loan) shall be deposited in the applicable Certificate
Account.

            Any cost (such as insurance premiums and insurance broker fees but
not internal costs and expenses of obtaining such insurance) incurred by a
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall
not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Paying Agent for their benefit, be
added to the Principal Balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan permit such cost to be added to the outstanding
Principal Balance thereof. Such costs shall be paid as a Servicing Advance by
such Master Servicer, subject to Section 4.4 hereof.

            Notwithstanding the above, a Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, a Master Servicer
shall not be required in any event to maintain or obtain insurance coverage to
the extent the Trustee as mortgagee does not have an insurable interest or
beyond what is reasonably available at a commercially reasonable rate and
consistent with the Servicing Standard. Each Master Servicer shall notify the
Trustee in the event it makes such determination. Notwithstanding the foregoing,
such determination shall be subject to the approval of the Operating Adviser
with respect to terrorism insurance, as set forth in the first paragraph of this
Section 8.6. In any event, any determination of the availability of insurance at
a commercially reasonable rate in connection with a Mortgage Loan need not be
made more frequently than annually, but in any event, shall be made on the
approximate date on (but not later than sixty (60) days thereafter) which the
Master Servicer receives notice of the renewal, replacement or cancellation of
coverage (as evidenced by the related insurance policy or insurance
certificate). In addition, each Master Servicer shall be entitled to rely at its
own expense on insurance consultants in connection with any such determination.
In no event shall the Master Servicer be required to obtain any insurance
coverage that would require a Servicing Advance that constitutes a
Nonrecoverable Advance.

            Each Master Servicer shall conclusively be deemed to have satisfied
its obligations as set forth in this Section 8.6 either (i) if such Master
Servicer shall have obtained and maintained a master force placed or blanket
insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans, it being understood and agreed that such policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing
Standard, and provided that such policy is issued by a Qualified Insurer or (ii)
if such Master Servicer, provided that its or its parent's long-term rating is
not less than "A" by S&P and Fitch, self-insures for its obligations as set
forth in the first paragraph of this Section 8.6. In the event that a Master
Servicer shall cause any Mortgage Loan to be covered by such a master force
placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by such Master
Servicer as a Servicing Advance. If such policy contains a deductible clause,
the applicable Master Servicer shall, if there shall not have been maintained on
the related Mortgaged Property a policy complying with this Section 8.6 and
there shall have been a loss that would have been covered by such policy,
deposit in the applicable Certificate Account the amount not otherwise payable
under such master force placed or blanket insurance policy because of such
deductible clause to the extent that such deductible exceeds (i) the deductible
under the related Mortgage Loan or (ii) if there is no deductible limitation
required under the Mortgage Loan, the deductible amount with respect to
insurance policies generally available on properties similar to the related
Mortgaged Property which is consistent with the Servicing Standard, and deliver
to the Trustee an Officer's Certificate describing the calculation of such
amount. In connection with its activities as administrator and servicer of the
Mortgage Loans, the applicable Master Servicer agrees to present, on its behalf
and on behalf of the Trustee, claims under any such master force placed or
blanket insurance policy.

            With respect to each Mortgage Loan, the applicable Master Servicer
shall maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the applicable Master
Servicer (other than with respect to REO Mortgage Loans) shall, except in the
case of Mortgage Loans under which Escrow Amounts are not held by the applicable
Master Servicer (i) obtain all bills for the payment of such items (including
renewal premiums), and (ii) effect payment of all such bills, taxes and other
assessments with respect to such Mortgaged Properties prior to the applicable
penalty or termination date, in each case employing for such purpose Escrow
Amounts as allowed under the terms of the related Mortgage Loan. If a Mortgagor
fails to make any such payment on a timely basis or collections from the
Mortgagor are insufficient to pay any such item before the applicable penalty or
termination date, the applicable Master Servicer in accordance with the
Servicing Standard shall use its reasonable efforts to pay as a Servicing
Advance the amount necessary to effect the payment of any such item prior to
such penalty or termination date (or, with respect to real estate taxes, prior
to the earlier of the imposition of late tax payment penalty charges or the
notice of intent to create a tax lien on the Mortgaged Property), subject to
Section 4.4 hereof. No costs incurred by the Master Servicers or the Trustee, or
the Fiscal Agent as the case may be, in effecting the payment of taxes and
assessments on the Mortgaged Properties and related insurance premiums and
ground rents shall, for the purpose of calculating distributions to
Certificateholders, be added to the Principal Balance of the Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans permit such costs to be
added to the outstanding principal balances of such Mortgage Loans.

            Section 8.7 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause

            (a) In the event a Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, such Master Servicer (or, if applicable, a Primary Servicer) shall
obtain relevant information for purposes of evaluating such request and no
Special Servicer shall have an obligation to review or consent to such request.
For the purpose of the foregoing sentence, the term "expressly permits" shall
include outright permission to assign, permission to assign upon satisfaction of
certain conditions or prohibition against assignment except upon the
satisfaction of stated conditions. With respect to each Mortgage Loan that does
not "expressly permit" an assignment or assumption, if such Master Servicer (or,
if such Mortgage Loan is serviced by a Primary Servicer, the Primary Servicer)
recommends to approve such assignment, the Master Servicer shall provide to the
applicable Special Servicer and the Operating Adviser (or, with respect to a
recommendation by the Primary Servicer, to the applicable Master Servicer, the
Special Servicer and the Operating Adviser, simultaneously) a copy of such
recommendation and the materials upon which such recommendation is based (which
information shall consist of the information to be included in the Assignment
and Assumption Submission to the applicable Special Servicer, in the form
attached hereto as Exhibit U) and all other information related to such
assignment and assumption in its possession reasonably requested by the Special
Servicer and (A) the applicable Special Servicer shall have the right hereunder
to grant or withhold consent to any such request for such assignment and
assumption in accordance with the terms of the Mortgage Loan and this Agreement,
and such Special Servicer shall not unreasonably withhold such consent and any
such decision of such Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify the Master
Servicer in writing within ten Business Days following such Master Servicer's or
the applicable Primary Servicer's delivery of the recommendation described above
and the Assignment and Assumption Submission to the Special Servicer on which
the recommendation is based, of its determination to grant or withhold such
consent shall be deemed to constitute a grant of such consent; provided, that,
if the applicable Special Servicer reasonably requests additional information
from the Master Servicer on which to base its decision, the foregoing ten
Business Day period in which the Special Servicer has to consent to the
Assignment and Assumption Submission shall cease to run on the Business Day on
which the Special Servicer makes such request and shall resume to run on the
Business Day on which the Special Servicer receives such additional information,
and (C) the Master Servicer or Primary Servicer shall not permit any such
assignment or assumption unless it has received the written consent of the
applicable Special Servicer or such consent has been deemed to have been granted
as described in the preceding clause (B). The Special Servicers hereby
acknowledge the delegation of rights and duties hereunder by the Master
Servicers pursuant to the provisions of each Primary Servicing Agreement. If a
Special Servicer withholds consent pursuant to the provisions of this Agreement,
it shall provide the applicable Master Servicer or any applicable Primary
Servicer with a written statement and a verbal explanation as to its reasoning
and analysis within the time frame specified in (B) of the preceding sentence.
Upon consent or deemed consent by such Special Servicer to such proposed
assignment and assumption, the applicable Master Servicer shall process such
request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
applicable Master Servicer shall not enter into any such agreement to the extent
that any terms thereof would result in an Adverse REMIC Event or create any lien
on a Mortgaged Property that is senior to, or on parity with, the lien of the
related Mortgage. In the event that the applicable Master Servicer shall require
a Nondisqualification Opinion in order to process a request for a substitution,
such Master Servicer shall use its reasonable efforts in accordance with the
Servicing Standard to collect the related costs, expenses and fees from the
Mortgagor to the extent the related Mortgage Loan documents require the related
Mortgagor to pay such amounts. To the extent permitted by applicable law, the
Master Servicers shall not enter into such an assumption or substitution
agreement unless the credit status of the prospective new Mortgagor is in
conformity to the terms of the related Mortgage Loan. In making its
recommendation, the Master Servicers shall evaluate such conformity in
accordance with the Servicing Standard. The Master Servicers shall not condition
approval of any request for assumption of a Mortgage Loan on an increase in the
interest rate of such Mortgage Loan. Each Master Servicer shall notify the
Trustee, the Paying Agent, the applicable Special Servicer and the Operating
Adviser of any assignment and assumption or substitution agreement executed
pursuant to this Section 8.7(a). Each Master Servicer, as applicable, shall be
entitled to (as additional servicing compensation) 50% of any assumption fee
collected from a Mortgagor in connection with an assignment and assumption or
substitution of a non-Specially Serviced Mortgage Loan (except that with respect
to the UCMFI Loans, such Master Servicer shall be entitled to 100% of such fee
in connection with (a) any assignment and assumption or substitution with
respect to which the consent of the Special Servicer was not required or (b) any
assignment and assumption or substitution that is "expressly permitted" pursuant
to the terms of the related Mortgage Loan), as executed pursuant to this Section
8.7(a) and the applicable Special Servicer shall be entitled to (as additional
special servicing compensation) the other 50% of such fee relating to the
non-Specially Serviced Mortgage Loans (except with respect to the Mortgage Loans
sold to the Trust by UCMFI, with respect to which such Special Servicer's
consent was not required in connection therewith); provided that any such fees
payable to a Master Servicer pursuant to this paragraph shall be divided between
such Master Servicer and any related Primary Servicer as set forth in the
applicable Primary Servicing Agreement.

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

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

            In addition, the General Special Servicer acknowledges that the
General Master Servicer has delegated certain tasks, rights and obligations to
the Primary Servicers of the UCMFI Loans, the Principal Loans, the WaMu Loans
and the MM Loans with respect to enforcement of due-on-sale clauses, assumption
agreements and due-on-encumbrance clauses pursuant to Section 8.4 of this
Agreement. Such Primary Servicing Agreement grants the Primary Servicer certain
authority to evaluate and process certain requests with respect thereto in
accordance with this Agreement or the applicable Primary Servicing Agreement and
the applicable Mortgage Loan documents. Such Primary Servicer is not required to
obtain the consent of the General Master Servicer with respect to requests for
transfers that are expressly permitted pursuant to the applicable Mortgage Loan
documents. With respect to other requests specified in the related Primary
Servicing Agreement that require the approval of the General Special Servicer
and subject to the terms and provisions of the related Primary Servicing
Agreement, the Primary Servicer may forward its recommendation directly to the
Special Servicer (with a copy to the General Master Servicer) or it may forward
its recommendation with respect to such request to the General Master Servicer.
The General Master Servicer shall forward such recommendation to the General
Special Servicer within five (5) Business Days of receipt thereof and shall
inform the applicable Primary Servicer of the General Special Servicer's
decision with respect to such request within one (1) Business Day after receipt
of such decision from the Special Servicer or the date on which the General
Special Servicer's time to respond has lapsed.

            In addition, the Special Servicer acknowledges that, pursuant to
each Sub-Servicing Agreement, the Master Servicer has delegated certain tasks,
rights and obligations with respect to the IXIS Loans and the TIAA Loans to the
IXIS Sub-Servicer and the TIAA Sub-Servicer, respectively.

            (b) Reserved.

            (c) Neither the Master Servicers nor the Special Servicers shall
have any liability, and shall be indemnified by the Trust for any liability to
the Mortgagor or the proposed assignee, for any delay in responding to requests
for assumption, if the same shall occur as a result of the failure of the Rating
Agencies, or any of them, to respond to such request in a reasonable period of
time.

            (d) If any Mortgage Loan that is not a Specially Serviced Mortgage
Loan contains a provision in the nature of a "due-on-sale" clause, which by its
terms (i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the sale or other transfer of an interest in
the related Mortgaged Property or ownership interest in the related Mortgagor,
or (ii) provides that such Mortgage Loan may not be assumed or ownership
interests in the related Mortgagor may not be transferred without the consent of
the related mortgagee in connection with any such sale or other transfer, then,
the applicable Master Servicer's review and determination to either (A) enforce
such due-on-sale clause (unless, with respect to the MM Loans, such enforcement
is not permitted pursuant to the related Mortgage Loan documents) or (B) if in
the best economic interest of the Trust, waive the effect of such provision,
shall be processed in the same manner as in Section 8.7(a); provided, however,
that if the Principal Balance of such Mortgage Loan (together with any other
Mortgage Loan with which it is cross-collateralized) at such time equals or
exceeds 5% of the Aggregate Certificate Balance or exceeds $35,000,000 or is one
of the then current top 10 loans (by Principal Balance) in the pool, then prior
to waiving the effect of such provision, the applicable Master Servicer shall
obtain Rating Agency Confirmation regarding such waiver. In connection with the
request for such consent, such Master Servicer shall prepare and deliver to S&P
and Fitch a memorandum outlining its analysis and recommendation in accordance
with the Servicing Standard, together with copies of all relevant documentation.
Each Master Servicer shall promptly forward copies of the assignment and
assumption documents relating to any Mortgage Loan to the applicable Special
Servicer, the Paying Agent and the Trustee, and such Master Servicer shall
promptly thereafter forward such documents to the Rating Agencies. The
applicable Special Servicer and the applicable Master Servicer shall each be
entitled to (as additional compensation) 50% of any fee collected from a
Mortgagor in connection with the granting or withholding such consent with
respect to Mortgage Loans that are not Specially Serviced Mortgage Loans;
provided, that with respect to the UCMFI Loans, the applicable Special Servicer
shall only be entitled to 50% of such fee if such Special Servicer's consent was
required in connection therewith; provided, further, that such fees that are
allocated to a Master Servicer pursuant hereto shall be divided between such
Master Servicer and any applicable Primary Servicer as set forth in the related
Primary Servicing Agreement.

            (e) Each Master Servicer, as applicable, shall have the right to
consent to any transfers of an interest in a Mortgagor of a Mortgage Loan that
is not a Specially Serviced Mortgage Loan, to the extent such transfer is to a
party or entity specifically named or described under the terms of the related
Mortgage Loan, and the NCB Master Servicer shall be permitted to consent to any
transfer of an interest in a Mortgagor under a Co-op Loan in connection with a
transfer of cooperative units therein to the extent such consent is required
under the terms of the related Mortgage Loan, in each case including any consent
to transfer to any subsidiary or Affiliate of Mortgagor, to a Person acquiring
less than a majority interest in the Mortgagor or to an entity of which the
Mortgagor is the controlling beneficial owner; provided, however, that if (i)
the Principal Balance of such Mortgage Loan (together with any other Mortgage
Loan with which it is cross-collateralized) at such time equals or exceeds 5% of
the Aggregate Certificate Balance or is one of the then current top 10 loans (by
Principal Balance) in the pool (provided that such Mortgage Loan has a then
current Principal Balance of $5,000,000 or more), and (ii) the transfer is of an
equity interest in the Mortgagor greater than 49%, then prior to consenting,
such Master Servicer shall obtain a Rating Agency Confirmation regarding such
consent, the costs of which to be payable by the related Mortgagor to the extent
provided for in the Mortgage Loan documents. Each Master Servicer, as
applicable, shall be entitled to collect and receive from Mortgagors any
customary fees in connection with such transfers of interest as additional
servicing compensation to the extent such Master Servicer's collection of such
fees is not expressly prohibited under the related loan documents for the
Mortgage Loan.

            (f) The Trustee for the benefit of the Certificateholders shall
execute any necessary instruments in the form presented to it by the applicable
Master Servicer (pursuant to subsection (a) or (d)) for such assignments and
assumptions agreements. Upon the closing of the transactions contemplated by
such documents, the applicable Master Servicer shall cause the originals of the
assignment and assumption agreement, the release (if any), or the modification
or supplement to the Mortgage Loan to be delivered to the Trustee except to the
extent such documents have been submitted to the recording office, in which
event such Master Servicer shall promptly deliver copies of such documents to
the Trustee and the applicable Special Servicer.

            (g) If any Mortgage Loan (other than a Specially Serviced Mortgage
Loan or a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
Conditions have been satisfied) which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      a lien on the ownership interest in the Mortgagor; or

            (ii) requires the consent of the Mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, as long as such Mortgage Loan is included in the Trust, the applicable
Master Servicer, on behalf of the Trustee as the Mortgagee of record, shall
exercise (or, subject to Section 8.18, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard,
sub-section (h) below and Section 8.18 hereof. The applicable Master Servicer
shall not waive the effect of such provision without first obtaining Rating
Agency Confirmation regarding such waiver and complying with the provisions of
the next succeeding paragraph; provided, however, that such Rating Agency
Confirmation shall only be required if the applicable Mortgage Loan (x)
represents 2% or more of the Principal Balance of all of the Mortgage Loans held
by the Trust or is one of the 10 largest Mortgage Loans based on Principal
Balance or (y) such Mortgage Loan has a Loan-to-Value Ratio (which includes
Junior Indebtedness, if any) that is greater than or equal to 85% and a Debt
Service Coverage Ratio (which includes debt service on any Junior Indebtedness)
that is less than 1.2x.

            (h) Without limiting the generality of the preceding paragraph, in
the event that a Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause under any Mortgage Loan (other than a Co-op Mortgage
Loan as to which the NCB, FSB Subordinate Debt Conditions have been satisfied),
the applicable Master Servicer shall obtain relevant information for purposes of
evaluating such request for a waiver. If the applicable Master Servicer
recommends to waive such clause, such Master Servicer shall provide to the
applicable Special Servicer a copy of such recommendation and the materials upon
which such recommendation is based (which information shall consist of the
information to be included in the Additional Lien, Monetary Encumbrance and
Mezzanine Financing Submission Package to such Special Servicer, in the form
attached hereto as Exhibit V and any other information in its possession
reasonably requested by such Special Servicer) and (A) the applicable Special
Servicer shall have the right hereunder to grant or withhold consent to any such
request in accordance with the terms of the Mortgage Loan and this Agreement,
and such Special Servicer shall not unreasonably withhold such consent and any
such decision of such Special Servicer shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify the
applicable Master Servicer in writing, within ten Business Days following such
Master Servicer's delivery of the recommendation described above and the
complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package and any other information in its possession reasonably
requested by such Special Servicer to such Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the applicable
Master Servicer shall not permit any such waiver unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. If the
applicable Special Servicer withholds consent pursuant to the foregoing
provisions, it shall provide the applicable Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the applicable Special Servicer to such proposed
waiver, the applicable Master Servicer shall process such request of the related
Mortgagor subject to the other requirements set forth above.

            (i) The parties hereto acknowledge that, if a Seller shall have
breached the representation set forth under the heading "Defeasance and
Assumption Costs" in Exhibit 2 to the Mortgage Loan Purchase Agreements,
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
of obtaining any Rating Agency Confirmation in connection with an assumption or
defeasance of the related Mortgage Loan because the related mortgage loan
documents do not require the Mortgagor to pay costs related thereto, then it
shall be the sole obligation of the related Seller to pay an amount equal to
such insufficiency to the extent the related Mortgagor is not required to pay
such amount. Promptly upon receipt of notice of such insufficiency, the
applicable Master Servicer or the applicable Special Servicer, as applicable,
shall request the related Seller to make such payment by deposit to the
applicable Certificate Account. The applicable Master Servicer may not waive
such payment by the Mortgagor (and then seek payment for such costs and expenses
from the Seller) and shall use its reasonable efforts to collect such amounts
from the Mortgagor to the extent the related mortgage loan documents require the
related Mortgagor to pay such amounts.

            (j) Notwithstanding the foregoing, and regardless of whether a
particular Co-op Mortgage Loan contains specific provisions regarding the
incurrence of subordinate debt, or prohibits the incurrence of subordinate debt,
or requires the consent of the Mortgagee in order to incur subordinate debt, the
NCB Master Servicer may, nevertheless, in accordance with the Servicing
Standard, without the need to obtain any consent hereunder (and without the need
to obtain a Rating Agency Confirmation), permit the related Borrower to incur
subordinate debt if the NCB, FSB Subordinate Debt Conditions have been met (as
certified in writing to the Trustee and the Operating Advisor by the NCB Master
Servicer no later than five Business Days prior to the making of the subject
subordinate loan without right of reimbursement from the Trust) which
certification shall include notice of the circumstances of the waiver, including
information necessary for the Operating Advisor to determine whether the NCB,
FSB Subordinate Debt Conditions have been satisfied; provided, that, subject to
the related Mortgage Loan documents and applicable law, the NCB Master Servicer
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, in accordance with any related "due-on-encumbrance" clause under
any Mortgage Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust.

            Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage Files

            Upon the payment in full of any Mortgage Loan, the complete
defeasance of a Mortgage Loan, satisfaction or discharge in full of any
Specially Serviced Mortgage Loan or the receipt by a Master Servicer of a
notification that payment in full (or such payment, if any, in connection with
the satisfaction and discharge in full of any Specially Serviced Mortgage Loan)
will be escrowed in a manner customary for such purposes, and upon notification
by the applicable Master Servicer in the form of a certification (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the applicable Certificate Account have been or will be so
deposited) of a Servicing Officer and a request for release of the Trustee
Mortgage File in the form of Exhibit C hereto the Trustee shall promptly release
the related Trustee Mortgage File to the applicable Master Servicer and the
Trustee shall execute and deliver to such Master Servicer the deed of
reconveyance or release, satisfaction or assignment of mortgage or such
instrument releasing the lien of the Mortgage, as directed by such Master
Servicer together with the Mortgage Note. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicers to execute and deliver, on behalf of the Trustee, the
Certificateholders or any of them, any and all instruments of satisfaction,
cancellation or assignment without recourse, representation or warranty, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Mortgage Loans, and with respect to the Mortgaged Properties held
for the benefit of the Certificateholders. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Distribution Account but shall be paid by the applicable Master Servicer
except to the extent that such expenses are paid by the related Mortgagor in a
manner consistent with the terms of the related Mortgage and applicable law.
From time to time and as shall be appropriate for the servicing of any Mortgage
Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee shall, upon request of the applicable Master Servicer and the
delivery to the Trustee of a Request for Release signed by a Servicing Officer,
in the form of Exhibit C hereto, release the Trustee Mortgage File to such
Master Servicer or the applicable Special Servicer, as the case may be.

            Section 8.9 Documents, Records and Funds in Possession of the Master
Servicers to Be Held for the Trustee for the Benefit of the Certificateholders

            Notwithstanding any other provisions of this Agreement, each Master
Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of such
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Servicer Mortgage Files and funds collected or held by, or under the control of,
each Master Servicer in respect of such Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, including any funds on deposit in the applicable Certificate
Accounts, shall be held by the applicable Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee, subject to the applicable provisions of this
Agreement. Each Master Servicer agrees that it shall not create, incur or
subject any Servicer Mortgage Files or Trustee Mortgage File or any funds that
are deposited in the Certificate Accounts or the applicable Escrow Accounts, or
any funds that otherwise are or may become due or payable to the Trustee or the
Paying Agent, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, or assert by legal action or otherwise any
claim or right of setoff against any Servicer Mortgage Files or Trustee Mortgage
File or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Master Servicers shall be entitled to receive from any such
funds any amounts that are properly due and payable to the Master Servicers
under this Agreement.

            Section 8.10 Servicing Compensation

            (a) As compensation for its activities hereunder, each Master
Servicer shall be entitled to the Master Servicing Fee and the General Master
Servicer shall be entitled to the Primary Servicing Fee (except with respect to
the NCB, FSB Loans), which shall be payable by the Trust from amounts held in
the applicable Certificate Accounts or otherwise collected from the Mortgage
Loans as provided in Section 5.2. The General Master Servicer shall be required
to pay to the Primary Servicers the related Primary Servicing Fees (except with
respect to the NCB, FSB Loans), which shall be payable by the Trust from amounts
as provided in Section 5.1(c), unless retained by the Primary Servicers from
amounts transferred to the General Master Servicer in accordance with the terms
of the Primary Servicing Agreements. The Master Servicers shall be required to
pay to the holders of the rights to the Excess Servicing Fees (including, if
applicable, the applicable Master Servicer), the Excess Servicing Fees, which
shall be payable by the Trust as provided in Section 5.1(c), unless otherwise
retained by the holders of such rights. Notwithstanding anything herein to the
contrary, if any of the holders of the right to receive Excess Servicing Fees
resigns or is no longer a Master Servicer or Primary Servicer (to the extent
that such Person was ever a Master Servicer or a Primary Servicer), as
applicable, for any reason, it will continue to have the right to receive its
portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as a Master Servicer or
Primary Servicer hereunder. The General Master Servicer shall also be entitled
to the Primary Servicing Fee (except with respect to the NCB, FSB Loans), which
shall be payable by the Trust from amounts held in the applicable Certificate
Account (or a sub-account thereof) or otherwise collected from the Mortgage
Loans as provided in Section 5.2, provided that the Primary Servicing Fee
payable to the General Master Servicer shall only be collected from the Mortgage
Loans set forth on Schedule III, Schedule IV, Schedule V and Schedule VIII.
There shall be no Primary Servicing Fee payable with respect to the NCB, FSB
Loans.

            (b) Additional servicing compensation in the form of application
fees, assumption fees, extension fees, servicing fees, default interest payable
at a rate above the Mortgage Rate (net of any amount used to pay Advance
Interest), Modification Fees, forbearance fees, Late Fees (net of any amount
used to pay Advance Interest), other usual and customary charges and fees
actually received from Mortgagors and any other fees listed in any of the
Primary Servicing Agreements, all such fees subject to allocation pursuant to
such Primary Servicing Agreements, shall be retained by the applicable Master
Servicer, provided that the applicable Master Servicer shall be entitled to
receive (i) 50% (or, with respect to the UCMFI Loans and matters that do not
require the consent of the Special Servicer, 100%) of assumption fees collected
on Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in
Section 8.7(a), (ii) 100% of application fees, default interest (net of the
default interest used to pay Advance Interest, as set forth above), forbearance
fees, Late Fees (net of any amount used to pay Advance Interest) and
Modification Fees on Mortgage Loans that are not Specially Serviced Mortgage
Loans as provided in Section 8.18 hereof; and (iii) 100% of any modification or
extension fees collected from the related Mortgagor in connection with the
extension of the Maturity Date of any Mortgage Loan as provided in Section 8.18;
provided, however, that the applicable Master Servicer shall not be entitled to
any such fees in connection with any Specially Serviced Mortgage Loans and, such
fees will be subject to the allocations set forth in the Primary Servicing
Agreements. If the applicable Master Servicer collects any amount payable to the
applicable Special Servicer hereunder in connection with an REO Mortgage Loan or
Specially Serviced Mortgage Loan, the applicable Master Servicer shall promptly
remit such amount to the applicable Special Servicer as provided in Section 5.2.
The applicable Master Servicer shall be required to pay (in the manner otherwise
provided herein) all applicable expenses incurred by it in connection with its
servicing activities hereunder.

            (c) Notwithstanding any other provision herein, the Master Servicing
Fee payable to each Master Servicer for each monthly period relating to each
Determination Date shall be reduced by an amount equal to the Compensating
Interest (if any) relating to Mortgage Loans serviced by such Master Servicer
for such Determination Date.

            (d) Each Master Servicer, as applicable, shall also be entitled to
additional servicing compensation of (i) an amount equal to the excess, if any,
of the aggregate Prepayment Interest Excess relating to its respective Mortgage
Loans (including any Specially Serviced Loans) for each Distribution Date over
the aggregate Prepayment Interest Shortfalls for such Mortgage Loans for such
Distribution Date, (ii) interest or other income earned on deposits in the
applicable Certificate Account and the Distribution Account (but only to the
extent of the net investment earnings, if any, with respect to each such
account), and, (iii) to the extent not required to be paid to any Mortgagor
under applicable law, any interest or other income earned on deposits in its
respective Escrow Accounts.

            Section 8.11 Master Servicer Reports; Account Statements

            (a) For each Distribution Date, (i) each Master Servicer shall
deliver to the Paying Agent on the related Report Date, the Loan Periodic Update
File with respect to such Distribution Date, (ii) each Master Servicer shall
report to the Paying Agent on the related Advance Report Date, the amount of any
P&I Advance to be made by such Master Servicer on the related Master Servicer
Remittance Date and (iii) each Master Servicer shall notify the Paying Agent as
soon as reasonably possible, but no later than noon, New York City time on the
Master Servicer Remittance Date, of the amount of any Principal Payments and
Balloon Payments received by the Business Day immediately preceding the Master
Servicer Remittance Date, which amounts were not reported pursuant to clause (i)
or (ii) immediately above. Each Special Servicer is required to provide, in the
form required under Section 9.32, all information relating to Specially Serviced
Mortgage Loans in order for the applicable Master Servicer to satisfy its duties
in this Section 8.11 not later than one Business Day prior to the date such
Master Servicer is required to distribute any report. Each Master Servicer shall
be entitled in good faith to rely on and shall have no liability for information
provided by third parties, including the Special Servicers.

            (b) Each Master Servicer shall notify the Trustee and the Paying
Agent on or before the Closing Date of the initial location of the applicable
Certificate Accounts and, promptly following any change in location of any
Certificate Account, the new location thereof.

            (c) Each Master Servicer shall promptly inform the applicable
Special Servicer of the name, account number, location and other necessary
information concerning the applicable Certificate Accounts in order to permit
such Special Servicer to make deposits therein.

            (d) Reserved.

            (e) Each Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the applicable
Special Servicer, the Operating Adviser and each Rating Agency, in each case
upon request by such Person and only to the extent such reports and information
are not otherwise required to be delivered to such Person under any provision of
this Agreement.

            (f) Notwithstanding any provision of this Agreement to the contrary,
the Master Servicers shall not have any obligation to deliver any statement,
notice or report that is then made available on such Master Servicer's website
or the Paying Agent's Website, provided that it has notified all parties
entitled to delivery of such reports, by electronic mail or other notice
provided in this Agreement, to the effect that such statements, notices or
reports shall thereafter be made available on such website from time to time.

            (g) Each Master Servicer shall deliver or cause to be delivered to
the Paying Agent the following CMSA Reports with respect to the Mortgage Loans
serviced by such Master Servicer (and, if applicable, the related REO
Properties) providing the required information as of the related Determination
Date upon the following schedule: (i) a CMSA Comparative Financial Status Report
not later than each Report Date, commencing in April 2005; (ii) a CMSA Operating
Statement Analysis Report, the CMSA Financial File and the CMSA NOI Adjustment
Worksheet in accordance with Section 8.14 of this Agreement; (iii) a CMSA
Servicer Watch List in accordance with and subject to the terms of Section
8.11(h) on each Report Date, commencing in April 2005; (iv) a CMSA Loan Setup
File (with respect to the initial Distribution Date only) not later than the
Report Date in March 2005; (v) a CMSA Loan Periodic Update File not later than
each Report Date commencing in March 2005 (a March 2005 report will be issued by
the Master Servicer in the format and with the content as reasonably agreed by
the Master Servicer and the Trustee) (which CMSA Loan Periodic Update File shall
be accompanied by a Monthly Additional Report on Recoveries and Reimbursements);
(vi) a CMSA Property File on each Report Date, commencing in April 2005; (vii) a
CMSA Delinquent Loan Status Report on each Report Date, commencing in April
2005; (viii) a CMSA Historical Loan Modification and Corrected Mortgage Loan
Report not later than each Report Date, commencing in April 2005; (ix) a CMSA
Historical Liquidation Report not later than each Report Date, commencing in
April 2005; and (x) a CMSA REO Status Report on each Report Date, commencing in
April 2005. In the case of the CMSA Property File, the CMSA Comparitive
Financial Status Reports, the quarterly CMSA Operating Statement Analysis Report
and quarterly CMSA Financial File, with respect to the MM Loans, the Master
Servicer will only be required to deliver such reports at the level of frequency
at which the related Mortgagor is required to deliver the applicable financial
information to the lender (which generally is annually). The information that
pertains to Specially Serviced Mortgage Loans and REO Properties reflected in
such reports shall be based solely upon the reports delivered by the applicable
Special Servicer to the applicable Master Servicer in writing and on a computer
readable medium reasonably acceptable to the Master Servicers and such Special
Servicer on the date and in the form required under Section 9.32. The Master
Servicers' responsibilities under this Section 8.11(g) with respect to REO
Mortgage Loans and Specially Serviced Mortgage Loans shall be subject to the
satisfaction of the applicable Special Servicer's obligations under Section
9.32.

            (h) For each Distribution Date, the Master Servicers shall deliver
to the Paying Agent, not later than the related Report Date, a CMSA Servicer
Watch List.

            (i) If a Master Servicer delivers a notice of drawing to effect a
drawing on any letter of credit or debt service reserve account under which the
Trust has rights as the holder of any Mortgage Loan for purposes other than
payment or reimbursement of amounts contemplated in and by a reserve or escrow
agreement (other than after a default under an applicable Mortgage Loan), such
Master Servicer shall, within five Business Days following its receipt of the
proceeds of such drawing, deliver notice thereof to the applicable Special
Servicer, the Operating Adviser and the Paying Agent, which notice shall set
forth (i) the unpaid Principal Balance of such Mortgage Loan immediately before
and immediately after the drawing, and (ii) a brief description of the
circumstances that in such Master Servicer's good faith and reasonable judgment
and in compliance with the Servicing Standard entitled such Master Servicer to
make such drawing.

            Section 8.12 Annual Statement as to Compliance

            Each Master Servicer shall deliver to the Depositor, the Paying
Agent and the Trustee on or before March 20 of each year, commencing in March
2006, an Officer's Certificate stating, as to the signer thereof, that (A) a
review of the activities of such Master Servicer during the preceding calendar
year or portion thereof and of the performance of such Master Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Master Servicer has
fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Each Master Servicer shall forward a copy of each
such statement to the Rating Agencies and the Operating Adviser, if any,
provided that neither the Master Servicers nor the Special Servicers shall be
required to deliver its Annual Performance Certification until May 15 in any
given year so long as it has received written confirmation from the Depositor or
the Trustee that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. The signing officer shall have no
personal liability with respect to the content of any such statement, and such
Master Servicer or such Special Servicer, as the case may be, shall be deemed to
have made such statement and shall assume any liability resulting therefrom.

            Section 8.13 Annual Independent Public Accountants' Servicing Report

            On or before noon (Eastern Time) on March 20 of each year,
commencing in March 2006, each Master Servicer at its expense shall cause a firm
of nationally recognized independent public accountants (which may also render
other services to such Master Servicer) and that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
the Paying Agent and the Depositor, with a copy to the Rating Agencies, to the
effect that (i) it has obtained a letter of representation regarding certain
matters from the management of the applicable Master Servicer, which includes an
assertion that such Master Servicer has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and multifamily
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the servicing of commercial and multifamily mortgage loans
during the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of commercial and
multifamily mortgage loans by Primary Servicers or Sub-Servicers, upon
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards
(rendered within one year of such report) with respect to those Primary
Servicers or Sub-Servicers, provided that neither the Master Servicers nor the
Special Servicers will be required to cause the delivery of its Annual
Accountant's Report until May 15 in any given year so long as it has received
written confirmation from the Depositor or the Trustee that a Report on Form
10-K is not required to be filed in respect of the Trust for the preceding
calendar year. In rendering its report such firm may rely, as to matters
relating to the direct servicing of commercial and multifamily mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers.

            Section 8.14 Operating Statement Analysis Reports Regarding the
Mortgaged Properties

            Within 105 calendar days (or 90 days as to any Special Servicer), or
120 days with respect to any Co-op Mortgage Loans, after the end of each of the
first three calendar quarters (in each year) for the trailing 12 months,
quarterly or year-to-date information received, commencing for the quarter
ending on September 30, 2005, each Master Servicer shall deliver to the Paying
Agent and the Operating Adviser an Operating Statement Analysis Report and a
Financial File for each Mortgaged Property in electronic format, prepared using
the non normalized quarterly, year-to-date or trailing 12 month operating
statements and, in the case of Mortgage Loans other than Co-op Mortgage Loans,
rent rolls received from the related Mortgagor, if any. In the case of the MM
Loans, however, the Master Servicer will only be required to deliver these
reports at the level of frequency at which the underlying loan documents require
the related Mortgagor to deliver the applicable financial information to the
lender (which generally is annually). With respect to Specially Serviced
Mortgage Loans, the applicable Master Servicer shall include information only to
the extent provided by the applicable Special Servicer, which an Operating
Statement Analysis Report and a Financial File shall be prepared by the
applicable Special Servicer and delivered to the applicable Master Servicer
within 90 days after the end of each of the first three quarters of each year
for the trailing twelve months, quarterly or year-to-date information received
and other information utilized by the applicable Special Servicer to prepare
such report or files. With respect to any Mortgage Loan for which a Primary
Servicer is appointed as a Special Servicer with respect to such Mortgage Loan
pursuant to Section 9.39, the reports prepared by any such Special Servicer
shall only include the CMSA reports and related data required by the related
Primary Servicing Agreement, and such other reports as are mutually agreed to by
the related Primary Servicer and the General Master Servicer. Not later than the
Report Date occurring in June of each year, beginning in 2006 for year-end 2005,
the applicable Master Servicer (in the case of Mortgage Loans that are not
Specially Serviced Mortgage Loans and as provided by the applicable Special
Servicer to the applicable Master Servicer for Specially Serviced Mortgage
Loans) shall deliver to the Paying Agent and the Operating Adviser an Operating
Statement Analysis Report, a Financial File and an NOI Adjustment Worksheet for
each Mortgage Loan in electronic format, based on the most recently available
year-end financial statements and most recently available rent rolls, in each
case of Mortgage Loans other than Co-op Mortgage Loans, of each applicable
Mortgagor (to the extent provided to the applicable Master Servicer or
applicable Special Servicer by or on behalf of each Mortgagor). In the case of
Specially Serviced Mortgaged Loans, as provided to the applicable Special
Servicer by the Mortgagor, the applicable Special Servicer shall forward such
information to the applicable Master Servicer on or before April 15 of each such
year as provided for in Section 9.32(e) herein, containing such information and
analyses for each Mortgage Loan provided for in the respective forms of
Operating Statement Analysis Report, Financial File and NOI Adjustment
Worksheet. Such information provided by the applicable Master Servicer shall
include what would customarily be included in accordance with the Servicing
Standard including, without limitation, Debt Service Coverage Ratios and income.
As and to the extent reasonably requested by a Special Servicer, the applicable
Master Servicer shall make inquiry of any Mortgagor with respect to such
information or as regards the performance of the related Mortgaged Property in
general. The Paying Agent shall provide or make available electronically at no
cost to the Certificateholders or Certificate Owners, the Rating Agencies, the
Operating Adviser, the Depositor, the Placement Agent and the Underwriters, the
Operating Statement Analysis Reports, the Financial Files and the NOI Adjustment
Worksheets described above pursuant to Section 5.4(a). Each Master Servicer
shall electronically deliver the CMSA Operating Statement Analysis Report, the
operating statements, rent rolls (except in the case of Co-op Mortgage Loans),
property inspections and NOI Adjustment Worksheet for each Mortgage Loan to the
initial Operating Adviser. The aggregated CMSA Reports for the NCB, FSB Loans
shall be available on the NCB Master Servicer's Website (which shall initially
be located at www.ncb.coop (the "NCB Master Servicer's Website") by the Business
Day following the Distribution Date in March 2005. With respect to the NCB, FSB
Loans, the related rent rolls (except in the case of Co-op Mortgage Loans),
operating statements, financial statements and inspections collected with
respect to the Mortgaged Properties shall be available for review by the
Operating Adviser, the other parties to this Agreement, the Rating Agencies and
any Certificateholder and other appropriate parties via a password protocol and
execution of an agreement relating thereto on the applicable Master Servicer's
website within 30 days following receipt thereof by the applicable Master
Servicer. Each Master Servicer shall, upon request by any of such parties,
deliver copies of such documents to such parties if such documents are not
available on such Master Servicer's website at such time. Pursuant to the
Mortgage Loan Purchase Agreements, the Sellers shall populate all fields or any
information for their related Mortgage Loans reasonably requested by the
applicable Master Servicer to complete the Property File.

            Section 8.15 Other Available Information and Certain Rights of the
Master Servicer

            (a) Subject to paragraphs (b), (c) and (d) below, unless prohibited
by applicable law or the loan documents, the Paying Agent shall make available
at its Corporate Trust Office, during normal business hours, upon reasonable
advance written notice for review by any Certificateholder, any Certificate
Owner, any Seller, any Primary Servicer, the Placement Agent, any Underwriter,
each Rating Agency, the Paying Agent or the Depositor, originals or copies of,
among other things, the following items: (i) this Agreement and any amendments
thereto, (ii) all final and released Operating Statement Analysis Reports and
the Loan Periodic Update Files, (iii) all Officer's Certificates (including
Officer's Certificates evidencing any determination of Nonrecoverable Advances)
delivered to the Trustee and the Paying Agent since the Closing Date, (iv) all
accountants' reports delivered to the Trustee and the Paying Agent since the
Closing Date, (v) the most recent property Inspection Reports in the possession
of the Paying Agent in respect of each Mortgaged Property, (vi) the most recent
Mortgaged Property annual operating statement and, in the case of Mortgage Loans
other than Co-op Mortgage Loans, rent roll, if any, collected by or on behalf of
the Master Servicers or the Special Servicers, (vii) any and all modifications,
waivers and amendments of the terms of a Mortgage Loan entered into by the
Master Servicers and/or the Special Servicers, and (viii) any and all Officers'
Certificates (and attachments thereto) delivered to the Trustee and the Paying
Agent to support a Master Servicer's determination that any Advance was not or,
if made, would not be, recoverable. The Trustee and the Paying Agent will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, any Placement Agent or
any Underwriter) sufficient to cover the reasonable costs and expenses of making
such information available.

            (b) Subject to the restrictions described below, each Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the applicable Special Servicer, the Primary Servicers, the
Sellers, any Placement Agent, the Underwriters, the Operating Adviser, any
Certificateholder or any Certificate Owner, upon reasonable notice and during
normal business hours, reasonable access to all information referred to in
Section 8.15(a) and any additional relevant, non-attorney-client-privileged
records and documentation regarding the applicable Mortgage Loans, REO Property
and all accounts, insurance policies and other relevant matters relating to this
Agreement (which access may occur by means of the availability of information on
the applicable Master Servicers' or the Paying Agent's Website or the electronic
delivery of such information to the requesting Person), in each case to the
extent in its respective possession, and access to Servicing Officers of the
applicable Master Servicers responsible for its obligations hereunder. Copies of
information or access will be provided to Certificateholders and each
Certificate Owner providing satisfactory evidence of ownership of Certificates
or beneficial ownership of a Certificate, as the case may be, which may include
a certification. Copies (or computer diskettes or other digital or electronic
copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the applicable
Master Servicers upon request; provided, however, that the applicable Master
Servicers shall be permitted to require payment by the requesting party (other
than the Depositor, the Trustee, the Paying Agent, the applicable Special
Servicer, the Operating Adviser, any Placement Agent, any Underwriter, or any
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by such Master Servicer of providing access or copies (including
electronic or digital copies) of any such information requested in accordance
with the preceding sentence.

            (c) Nothing herein shall be deemed to require either of the Master
Servicers to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person's information or report. Notwithstanding the
above, neither of the Master Servicers shall have any liability to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the applicable
Special Servicer, any Certificateholder, any Certificate Owner, the Placement
Agent, any Underwriter, any Rating Agency or any other Person to whom it
delivers information pursuant to this Section 8.15 or any other provision of
this Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. In the event any Person brings
any claims relating to or arising from the foregoing against a Master Servicer
(or any partners, representatives, Affiliates, members, managers, directors,
officers, employees, agents thereof), the Trust (from amounts held in any
account) shall hold harmless and indemnify such Master Servicer from any loss or
expense (including attorney fees) relating to or arising from such claims.

            (d) Each Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicers shall not be
required to produce any ad hoc non-standard written reports not otherwise
required under this Agreement with respect to such Mortgage Loans. In the event
a Master Servicer elects to provide such non-standard reports, it may require
the Person requesting such report (other than a Rating Agency) to pay a
reasonable fee to cover the costs of the preparation thereof. Notwithstanding
anything to the contrary herein, as a condition to a Master Servicer making any
report or information available upon request to any Person other than the
parties hereto, such Master Servicer may require that the recipient of such
information acknowledge that such Master Servicer may contemporaneously provide
such information to the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the applicable Special Servicer, the Primary Servicer, the Sellers, the
Placement Agent, any Underwriter, any Rating Agency and/or the
Certificateholders or Certificate Owners. Any transmittal of information by a
Master Servicer to any Person other than the Trustee, the Paying Agent, the
other Master Servicer, the Special Servicers, the Rating Agencies, the Operating
Adviser or the Depositor may be accompanied by a letter from such Master
Servicer containing the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any Person who possesses material, non-public information
            regarding the Trust which issued Morgan Stanley Capital I Inc.,
            Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9 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) Each Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that such Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

            (f) Each Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may
reasonably request.

            (g) Once a month, each of the Master Servicers and each of the
Special Servicers shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Operating Adviser during regular business
hours at such time and for such duration as the applicable Master Servicer or
Special Servicer, and the Operating Adviser shall reasonably agree, regarding
the performance and servicing of the Mortgage Loans and REO Properties for which
such Master Servicer or such Special Servicer, as the case may be, is
responsible. As a condition to such disclosure, the Operating Adviser shall
execute a confidentiality agreement in form reasonably acceptable to each Master
Servicer, each Special Servicer and the Operating Adviser.

            Section 8.16 Rule 144A Information

            For as long as any of the Certificates are "restricted securities"
within the meaning of Rule 144A under the Securities Act, each Master Servicer
agrees to provide to the Paying Agent for delivery to any Holder thereof, any
Certificate Owner therein and to any prospective purchaser of the Certificates
or beneficial interest therein reasonably designated by the Paying Agent upon
the request of such Certificateholder, such Certificate Owner or the Paying
Agent, subject to this Section 8.16 and the provisions of Section 8.15, any
information prepared by such Master Servicer that is required to be provided to
such holder or prospective purchaser to satisfy the condition set forth in Rule
144A(d)(4) under the Securities Act, including, without limitation, copies of
the reports and information described in Sections 8.15(a) and (b).

            Any recipient of information provided pursuant to this Section 8.16
shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the applicable
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the applicable Master Servicer chooses to deliver the
information directly, the Depositor, the Placement Agent, the Underwriters or
the Paying Agent shall be responsible for the physical delivery of the
information requested pursuant to this Section 8.16. As a condition to a Master
Servicer making any report or information available upon request to any Person
other than the parties hereto, such Master Servicer may require that the
recipient of such information acknowledge that such Master Servicer may
contemporaneously provide such information to the Depositor, the Trustee, the
Paying Agent, the Placement Agent, the Underwriters, any Rating Agency and/or
the Certificateholders and Certificate Owners. The Master Servicers will be
permitted to require payment of a sum to be paid by the requesting party (other
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agent or
the Underwriters) sufficient to cover the reasonable costs and expenses of
making such information available.

            Section 8.17 Inspections

            Each Master Servicer shall, at its own expense, inspect or cause to
be inspected each Mortgaged Property for which it is acting as Master Servicer,
other than Mortgaged Properties related to Specially Serviced Mortgage Loans,
every calendar year beginning in 2006, or every second calendar year beginning
in 2007 if the Principal Balance of the related Mortgage Loan is under
$2,000,000; provided that each Master Servicer shall, at the expense of the
Trust, inspect or cause to be inspected each Mortgaged Property related to a
Mortgage Loan for which it is acting as Master Servicer (other than a Specially
Serviced Mortgage Loan, or if there has not been an inspection within the past
six months) that has a Debt Service Coverage Ratio that falls below 1.0x or,
with respect to Co-op Mortgage Loans, 0.90x. The foregoing sentence shall not
alter the terms of the applicable Special Servicer's obligation to inspect
Mortgaged Properties as set forth in Section 9.4(b) hereto. The applicable
Master Servicer shall cause to be prepared an Inspection Report relating to each
inspection.

            Each Master Servicer shall promptly forward the applicable
Inspection Report to the Trustee, the applicable Special Servicer, the Rating
Agencies, the Placement Agent, the Underwriters, the Depositor, the Paying
Agent, the Operating Adviser, any Certificate Owner, any Seller and any Primary
Servicer. With respect to the NCB, FSB Loans, the applicable Inspection Reports
shall be available for review by the Trustee, the applicable Special Servicer
and, upon request, the Rating Agencies, the Placement Agent, the Underwriters,
the Depositor, the Paying Agent, the Operating Adviser, any Seller and any
Primary Servicer via password protocol and execution of an agreement relating
thereto on the NCB Master Servicer's Website (which shall be initially located
at www.ncb.coop) by the Business Day following the Distribution Date in March
2005. The NCB Master Servicer shall, upon request by any of such parties,
deliver copies of such documents to any of the foregoing parties if such
documents are not available on the NCB Master Servicer's Website at such time.
The applicable Special Servicer shall have the right, but no duty, to inspect or
cause to be inspected (at its own expense) every calendar year any Mortgaged
Property related to a Mortgage Loan that is not a Specially Serviced Mortgage
Loan, provided that such Special Servicer notifies such Master Servicer prior to
such inspection.

            Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents

            Subject to the limitations of Sections 9.39 and 12.3 hereof, the
Master Servicer shall have the following powers:

            (a) (i) The applicable Master Servicer, in accordance with the
Servicing Standard, may agree to any modification, waiver, amendment or consent
of or relating to any term (including, without limitation, Master Servicer
Consent Matters set forth in Section 8.3(a) hereof and waiver of default
interest and Late Fees as provided in Section 8.3(a)) other than a Money Term of
a Mortgage Loan that is not a Specially Serviced Mortgage Loan, provided that
such amendment would not result in an Adverse REMIC Event; and provided,
further, that if any consent relates to a release of a letter of credit relating
to any Mortgage Loan (other than letters of credit or portions thereof released
upon satisfaction of conditions specified in the related agreements), then (i)
the applicable Master Servicer shall notify the applicable Special Servicer of
any Mortgagor's request to release such letter of credit which the applicable
Master Servicer recommends to release, and (ii) if the terms of the related
Mortgage Loan do not require the applicable Master Servicer to approve a
release, then the applicable Special Servicer shall within five Business Days
provide notice to the applicable Master Servicer on whether such Master Servicer
should approve the release (and the failure of the applicable Special Servicer
to give such Master Servicer such notice shall automatically be deemed to be an
approval by such Special Servicer that such Master Servicer should grant such
release). Notwithstanding the preceding sentence, with respect to the Mortgage
Loans that are not Specially Serviced Loans, if a Master Servicer recommends to
approve a modification, waiver, amendment or consent which is not a Master
Servicer Consent Matter (including, without limitation, any waiver of any
requirement that the Mortgagor post additional reserves or a letter of credit
upon the failure of the Mortgagor to satisfy conditions specified in the
Mortgage Loan documents, but excluding any waiver of default interest and Late
Fees as provided in Section 8.3(a)), such Master Servicer shall provide to the
applicable Special Servicer a copy of such Master Servicer's recommendation and
the relevant information obtained or prepared by such Master Servicer in
connection therewith and all other information in such Master Servicer's
possession reasonably requested by the applicable Special Servicer, provided,
that (A) the applicable Special Servicer shall have the right hereunder to grant
or withhold consent to any such proposed modification, waiver, amendment or
consent, and the applicable Special Servicer shall not unreasonably withhold
such consent and any such decision shall be in accordance with the Servicing
Standard, (B) failure of the applicable Special Servicer to notify such Master
Servicer, within five Business Days following such Master Servicer's delivery of
the recommendation and all required information described above, of its
determination to grant or withhold such consent shall be deemed to constitute a
grant of such consent and (C) such Master Servicer shall not enter into any such
proposed modification, waiver, amendment or consent unless it has received the
written consent of the applicable Special Servicer or such consent has been
deemed to have been granted as described above. Notwithstanding anything in this
Agreement to the contrary, a Master Servicer shall not be required to obtain or
request the consent of the applicable Special Servicer in connection with any
modification, waiver or amendment, or granting its consent to transactions,
under one or more of the Mortgage Loans that in each case such Master Servicer
has determined (in accordance with the Servicing Standard) is immaterial. In any
event, such Master Servicer shall promptly notify the applicable Special
Servicer of any material modification, waiver, amendment or consent executed by
such Master Servicer pursuant to this Section 8.18(a)(i) and provide to the
applicable Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents do not preclude
imposition of a requirement to or require a Mortgagor to pay a fee for an
assumption, modification, waiver, amendment or consent that would be due or
partially due to the applicable Special Servicer, then the applicable Master
Servicer shall not waive the portion of such fee due to the applicable Special
Servicer without the applicable Special Servicer's approval.

            Notwithstanding the foregoing, the General Special Servicer
acknowledges that the General Master Servicer has delegated certain tasks,
rights and obligations to the Primary Servicers for the UCMFI Loans, the
Principal Loans, the WaMu Loans and the MM Loans with respect to Post Closing
Requests pursuant to Section 8.4 of this Agreement. The Primary Servicing
Agreements for the Principal Loans each classifies certain Post Closing Requests
as Category 1 Requests, in which Primary Servicers have certain authority to
evaluate and process such requests in accordance with this Agreement, the
applicable Primary Servicing Agreement and applicable Mortgage Loan documents.

            With respect to a Category 1 Request that involves a condition, term
or provision that requires, or specifies a standard of, consent or approval of
the applicable Mortgagee under the Mortgage Loan documents, each Primary
Servicing Agreement for the UCMFI Loans, the Principal Loans, the WaMu Loans and
the MM Loans provides for the General Master Servicer's (or, with respect to the
MM Loans and the Principal Loans, the Primary Servicer's) determination of
materiality of such condition, term or provision requiring approval or consent
and the referral of such condition, term or provision to the General Special
Servicer for consent in accordance with the terms of such Primary Servicing
Agreements upon a determination of materiality. The General Special Servicer
hereby acknowledges such provisions, including that "materiality" shall include
the existence of an Adverse REMIC Event. Nothing in this Agreement, however,
shall grant the applicable Primary Servicers greater authority, discretion or
delegated rights over Post Closing Requests than are set forth in the applicable
Primary Servicing Agreements.

            (ii) The applicable Master Servicer may, without the consent of the
      applicable Special Servicer, extend the maturity date of any Balloon
      Mortgage Loan that is not a Specially Serviced Mortgage Loan to a date
      that is not more than 90 days following the original Maturity Date, if in
      such Master Servicer's sole judgment exercised in good faith (and
      evidenced by an Officer's Certificate), a default in the payment of the
      Balloon Payment is reasonably foreseeable and such extension is reasonably
      likely to produce a greater recovery to the Holders (as a collective
      whole) on a net present value basis than liquidation of such Mortgage Loan
      and the Mortgagor has obtained an executed written commitment (subject
      only to satisfaction of conditions set forth therein) for refinancing of
      the Mortgage Loan or purchase of the related Mortgaged Property. The
      applicable Master Servicer shall process all such extensions and shall be
      entitled to (as additional servicing compensation) 100% of any extension
      fees collected from a Mortgagor with respect to any such extension (except
      with respect to the UCMFI Loans for which such extension fees allocable to
      the General Master Servicer will be evenly divided among the General
      Master Servicer, the applicable Primary Servicer and the applicable
      Sub-Servicer, if any).

            (b) The applicable Master Servicer may require, in its discretion
(unless prohibited or otherwise provided in the Mortgage Loan documents), as a
condition to granting any request by a Mortgagor for any consent, modification,
waiver or amendment, that such Mortgagor pay to such Master Servicer a
reasonable and customary modification fee to the extent permitted by law;
provided that the collection of such fee shall not be permitted if collection of
such fee would cause a "significant modification" (within the meaning of
Treasury Regulations Section 1.860G-2(b) of the Mortgage Loan). The applicable
Master Servicer shall be entitled to (as additional servicing compensation) 100%
of any Modification Fees collected from a Mortgagor in connection with a
consent, waiver, modification or amendment of a non-Specially Serviced Mortgage
Loan executed or granted pursuant to this Section 8.18 (except with respect to
the UCMFI Loans with respect to which the related Special Servicer shall receive
50% of such fees with respect to matters requiring the consent of the Special
Servicer). The applicable Master Servicer may charge the Mortgagor for any costs
and expenses (including attorneys' fees and Rating Agency Confirmation fees)
incurred by such Master Servicer or the applicable Special Servicer (which
amounts shall be reimbursed to the applicable Special Servicer) in connection
with any request for a modification, waiver or amendment. The applicable Master
Servicer agrees to use its reasonable efforts in accordance with the Servicing
Standard to collect such costs, expenses and fees from the Mortgagor, provided
that the failure or inability of the Mortgagor to pay any such costs and
expenses shall not impair the right of the Master Servicer to cause such costs
and expenses (but not including any modification fee), and interest thereon at
the Advance Rate, to be paid or reimbursed by the Trust as a Servicing Advance
(to the extent not paid by the Mortgagor). If the applicable Master Servicer
believes that the costs and expenses (including attorneys' fees) to be incurred
by such Master Servicer in connection with any request for a modification,
waiver or amendment will result in a payment or reimbursement by the Trust, then
such Master Servicer shall notify the Special Servicer.

            (c) Each Master Servicer shall notify the Trustee and the applicable
Special Servicer of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the Trustee for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly following the execution thereof except to the extent (i) allowed with
respect to waiver of default interest and Late Fees as provided in Section
8.3(a) and (ii) such documents have been submitted to the applicable recording
office, in which event such Master Servicers shall promptly deliver copies of
such documents to the Trustee. The Master Servicers shall not agree to any
modification, waiver, or amendment of any Money Term of a Mortgage Loan or any
term of a Specially Serviced Mortgage Loan.

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide that certain conditions must be satisfied prior to the applicable Master
Servicer releasing additional collateral for the Mortgage Loan (e.g., the
release, reduction or termination of reserves or letters of credit or the
establishment of reserves), then such Master Servicer shall be permitted to
waive any such condition without obtaining the consent of the applicable Special
Servicer, provided that (1) the aggregate amount of the related release,
reduction or termination is no greater than the smaller of 10% of the
outstanding unpaid Principal Balance of the related Mortgage Loan or $75,000 (2)
the condition to be waived is deemed to be non-material in accordance with the
Servicing Standard or (3) such release, reduction or termination would not
otherwise cause an Adverse REMIC Event. Notwithstanding the foregoing, without
the applicable Special Servicer's consent or except as provided in the specific
Mortgage Loan documents, the applicable Master Servicer shall not waive: (1) a
requirement for any such additional collateral to exist, or (2) a lock box
requirement.

            Section 8.19 Specially Serviced Mortgage Loans

            (a) The applicable Master Servicer shall send a written notice to
the applicable Special Servicer, the Operating Adviser, Rating Agencies, the
Paying Agent and the Trustee, within two Business Days after becoming aware of a
Servicing Transfer Event with respect to a Mortgage Loan, which notice shall
identify the related Mortgage Loan and set forth in reasonable detail the nature
and relevant facts of such Servicing Transfer Event and whether such Mortgage
Loan is covered by an Environmental Insurance Policy (and for purposes of
stating whether such Mortgage Loan is covered by an Environmental Insurance
Policy applicable the Master Servicer may rely on the Mortgage Loan Schedule)
and, except for the Rating Agencies, the Paying Agent and the Trustee, shall be
accompanied by a copy of the Servicer Mortgage File. The applicable Special
Servicer shall not be liable for its failure to deliver the notice set forth in
Section 9.36(a) if such failure is caused by its failure to receive the written
notice set forth above.

            (b) Prior to the transfer of the servicing of any Specially Serviced
Mortgage Loan to the applicable Special Servicer, the applicable Master Servicer
shall notify the related Mortgagor of such transfer in accordance with the
Servicing Standard (the form and substance of such notice shall be reasonably
satisfactory to the applicable Special Servicer).

            (c) Any calculations or reports prepared by the applicable Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to such Master Servicer in writing by the
applicable Special Servicer as provided hereby. The applicable Master Servicer
shall have no duty to investigate or confirm the accuracy of any information
provided to it by the applicable Special Servicer and shall have no liability
for the inaccuracy of any of its reports due to the inaccuracy of the
information provided by such Special Servicer.

            (d) On or prior to each Distribution Date, the applicable Master
Servicer shall provide to the applicable Special Servicer, in order for such
Special Servicer to comply with its obligations under this Agreement, such
information (and in the form and medium) as the Special Servicer may reasonably
request in writing from time to time, provided that (i) the applicable Master
Servicer shall not be required to produce any ad hoc reports or incur any
unusual expense or effort in connection therewith and (ii) if such Master
Servicer elects to provide such ad hoc reports, it may require the applicable
Special Servicer to pay a reasonable fee to cover the costs of the preparation
thereof.

            Section 8.20 Representations, Warranties and Covenants of the Master
Servicers

            (a) The General Master Servicer hereby represents and warrants to
and covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i) the General Master Servicer is duly organized, validly existing
      and in good standing as a national banking association under the laws of
      the United States, and shall be and thereafter remain, in compliance with
      the laws of each State in which any Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not adversely affect the
      General Master Servicer's ability to perform its obligations hereunder in
      accordance with the terms of this Agreement;

            (ii) the General Master Servicer has the full power and authority to
      execute, deliver, perform, and to enter into and consummate all
      transactions and obligations contemplated by this Agreement. The General
      Master Servicer has duly and validly authorized the execution, delivery
      and performance of this Agreement and this Agreement has been duly
      executed and delivered by the General Master Servicer; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the
      Depositor, the NCB Master Servicer, the Trustee, the Fiscal Agent, the
      Paying Agent and the Special Servicers, evidences the valid and binding
      obligation of the General Master Servicer enforceable against the General
      Master Servicer in accordance with its terms subject, as to enforcement of
      remedies, to applicable bankruptcy, reorganization, insolvency,
      moratorium, receivership and other similar laws affecting creditors'
      rights generally as from time to time in effect, and to general principles
      of equity (regardless of whether such enforceability is considered in a
      proceeding in equity or at law);

            (iii) the execution and delivery of this Agreement, the consummation
      of the transactions contemplated hereby, and the fulfillment of or
      compliance with the terms and conditions of this Agreement will not (1)
      result in a breach of any term or provision of its charter or by-laws or
      (2) conflict with, result in a breach, violation or acceleration of, or
      result in a default under, the terms of any other material agreement or
      instrument to which it is a party or by which it may be bound, or any law,
      governmental rule, regulation, or judgment, decree or order applicable to
      it of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it, which materially and adversely affects
      its ability to perform its obligations under this Agreement;

            (iv) no litigation is pending or, to the General Master Servicer's
      knowledge, threatened, against it, that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or its
      ability to service the Mortgage Loans or to perform any of its other
      obligations hereunder in accordance with the terms hereof;

            (v) no consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by it of, or compliance by it with, this Agreement, or the
      consummation of the transactions contemplated hereby, or if any such
      consent, approval, authorization or order is required, it has obtained the
      same or will obtain the same prior to the time necessary to perform its
      obligations under this Agreement, and, except to the extent in the case of
      performance, that its failure to be qualified as a foreign corporation or
      licensed in one or more states is not necessary for the performance by it
      of its obligations hereunder; and

            (vi) the performance of the services by the General Master Servicer
      contemplated by this Agreement are in the ordinary course of business of
      the General Master Servicer and the General Master Servicer possesses all
      licenses, permits and other authorizations necessary to perform its duties
      hereunder.

            (b) The NCB Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

            (i) the NCB Master Servicer is a federal savings bank duly
      organized, validly existing and in good standing under the laws of the
      United States, and the NCB Master Servicer is in compliance with the laws
      of each State in which any related Mortgaged Property is located to the
      extent necessary to perform its obligations under this Agreement, except
      where the failure to so qualify or comply would not adversely affect the
      NCB Master Servicer's ability to perform its obligations hereunder in
      accordance with the terms of this Agreement;

            (ii) the NCB Master Servicer's execution and delivery of,
      performance under and compliance with this Agreement, will not violate the
      NCB Master Servicer's organizational documents or constitute a default (or
      an event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      which default or breach, in the good faith and reasonable judgment of the
      NCB Master Servicer, is likely to affect materially and adversely either
      the ability of the NCB Master Servicer to perform its obligations under
      this Agreement or the financial condition of the NCB Master Servicer;

            (iii) the NCB Master Servicer has the full power and authority to
      enter into and consummate all transactions involving the NCB Master
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the NCB Master Servicer, enforceable against the
      NCB Master Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law;

            (v) the NCB Master Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with this
      Agreement will not constitute a violation of, any law, any order or decree
      of any court or arbiter, or any order, regulation or demand of any
      federal, state or local governmental or regulatory authority, which
      violation, in the NCB Master Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the NCB Master Servicer to perform its obligations under this Agreement
      or the financial condition of the NCB Master Servicer;

            (vi) no consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the NCB Master Servicer of the transactions contemplated
      herein, except for those consents, approvals, authorizations or orders
      that previously have been obtained or where the lack of such consent,
      approval, authorization or order would not have a material adverse effect
      on the ability of the NCB Master Servicer to perform its obligations under
      this Agreement;

            (vii) no litigation is pending or, to the best of the NCB Master
      Servicer's knowledge, threatened against the NCB Master Servicer the
      outcome of which, in the NCB Master Servicer's good faith and reasonable
      judgment, could reasonably be expected to prohibit the NCB Master Servicer
      from entering into this Agreement or materially and adversely affect the
      ability of the NCB Master Servicer to perform its obligations under this
      Agreement; and

            (viii) the NCB Master Servicer has errors and omissions insurance as
      required by Section 8.2.

            (c) It is understood that the representations and warranties set
forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

            (d) Any cause of action against a Master Servicer arising out of the
breach of any representations and warranties made in this Section shall accrue
upon the giving of written notice to the applicable Master Servicer by any of
the Trustee or the applicable Master Servicer. The applicable Master Servicer
shall give prompt notice to the Trustee, the Depositor, the Primary Servicers
and the applicable Special Servicer of the occurrence, or the failure to occur,
of any event that, with notice or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

            Section 8.21 Merger or Consolidation

            Any Person into which a Master Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Master Servicer shall be a party, or any
Person succeeding to the business of such Master Servicer, shall be the
successor of such Master Servicer hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto; provided,
however, that each Rating Agency provides a Rating Agency Confirmation. If such
a succession occurs and the conditions thereto set forth in the provisions in
the foregoing sentence are not met, the Trustee may terminate such Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

            Section 8.22 Resignation of the Master Servicer

            (a) Except as otherwise provided in Section 8.22(b) hereof, a Master
Servicer shall not resign from the obligations and duties hereby imposed on it
unless it determines that such Master Servicer's duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of such Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed such Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by such Master Servicer to the Trustee
and the Paying Agent.

            (b) A Master Servicer may resign from the obligations and duties
imposed on it, upon 30 days notice to the Trustee and the Paying Agent, provided
that (i) a successor servicer (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 such Master Servicer on substantially the
same terms and conditions, and for not more than equivalent compensation to that
herein provided and (z) in the case of a successor servicer to the General
Master Servicer, assumes all obligations of the resigning General Master
Servicer under the Primary Servicing Agreements; (ii) such Master Servicer bears
all costs associated with its resignation and the transfer of servicing; and
(iii) Rating Agency Confirmation is obtained with respect to such servicing
transfer, as evidenced by a letter delivered to the Trustee by each such Rating
Agency.

            Section 8.23 Assignment or Delegation of Duties by the Master
Servicer

            A Master Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Master Servicer (as provided in
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed and carried out by such Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided, however, that with respect to
clause (B), (i) such Master Servicer gives the Depositor, the applicable Special
Servicer, the Primary Servicers and the Trustee notice of such assignment and
delegation; (ii) such purchaser or transferee accepting such assignment and
delegation executes and delivers to the Depositor and the Trustee an agreement
accepting such assignment, which contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of such
Master Servicer, with like effect as if originally named as a party to this
Agreement and the Primary Servicing Agreements; (iii) the purchaser or
transferee has assets in excess of $15,000,000; (iv) such assignment and
delegation is the subject of a Rating Agency Confirmation from Fitch and S&P;
and (v) the Depositor consents to such assignment and delegation, such consent
not be unreasonably withheld. In the case of any such assignment and delegation
in accordance with the requirements of subclause (B) of this Section, such
Master Servicer shall be released from its obligations under this Agreement,
except that such Master Servicer shall remain liable for all liabilities and
obligations incurred by it as such Master Servicer hereunder prior to the
satisfaction of the conditions to such assignment set forth in the preceding
sentence. Notwithstanding the above, such Master Servicer may appoint the
Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

            Section 8.24 Limitation on Liability of the Master Servicers and
Others

            (a) Neither of the Master Servicers nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of the Master Servicers shall be under any liability to the holders of
the Certificates, the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Placement Agent, the Underwriters or the Special Servicers for any
action taken or for refraining from the taking of any action in good faith, or
using reasonable business judgment, consistent with the Servicing Standard;
provided that this provision shall not protect any Master Servicer or any such
Person against any breach of a representation or warranty contained herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicers and any partner, representative, Affiliate, member, manager, director,
officer, employee or agent of the Master Servicers may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(including, without limitation, the applicable Special Servicer) respecting any
matters arising hereunder. The Master Servicers shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that each Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the
Mortgage Loans (subject to the applicable Special Servicer's servicing of
Specially Serviced Mortgage Loans as contemplated herein). In such event, all
legal expenses and costs of such action shall be expenses and costs of the
Trust, and any Master Servicer shall be entitled to be reimbursed therefor as
Servicing Advances as provided by Section 5.2, subject to the provisions of
Section 4.4 hereof.

            (b) In addition, the Master Servicers shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Master Servicers and conforming to the requirements
of this Agreement. Subject to the Servicing Standard, each Master Servicer shall
have the right to rely on information provided to it by the applicable Special
Servicer and Mortgagors, and will have no duty to investigate or verify the
accuracy thereof. Neither the Master Servicers, nor any partner, representative,
Affiliate, member, manager, director, officer, employee or agent, shall be
personally liable for any error of judgment made in good faith by any officer,
unless it shall be proved that such Master Servicer or such officer was
negligent in ascertaining the pertinent facts. Neither the Master Servicers nor
any partner, representative, Affiliate, member, manager, director, officer,
employee or agent, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

            (c) The Master Servicers shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicers, the Paying Agent, the Trustee or the Fiscal
Agent in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicers from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent such Master Servicer is unable to recover
such amounts from the Person in breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Master Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, financial statement,
      agreement, appraisal, bond or other document (in electronic or paper
      format) reasonably believed or in good faith believed by it to be genuine
      and to have been signed or presented by the proper party or parties;

            (ii) a Master Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) a Master Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Master Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in electronic or
      paper format) reasonably believed by it to be genuine and provided by any
      Mortgagor or manager of a Mortgaged Property.

            (e) The Master Servicers and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of such Master Servicer
shall be indemnified by the Trustee, the Fiscal Agent, the Paying Agent and the
applicable Special Servicer, as the case may be, and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that such
Master Servicer may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of the Trustee's, the
Fiscal Agent's, the Paying Agent's or the applicable Special Servicer's duties
hereunder, as the case may be, or by reason of negligent disregard of the
Trustee's, the Fiscal Agent's, the applicable Special Servicer's or the Paying
Agent's obligations and duties hereunder, as the case may be, (including a
breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations). A Master Servicer
shall immediately notify the Trustee, the Fiscal Agent, the Paying Agent and the
applicable Special Servicer if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans for which it is acting as Master Servicer
entitling such Master Servicer to indemnification hereunder, whereupon the
Trustee, the Fiscal Agent, the Paying Agent or the applicable Special Servicer,
in each case, to the extent the claim is related to its respective willful
misfeasance, bad faith, negligence or negligent disregard, shall assume the
defense of any such claim (with counsel reasonably satisfactory to such Master
Servicer) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee, the Fiscal Agent, the Paying Agent and the applicable Special
Servicer shall not affect any rights that such Master Servicer may have to
indemnification under this Agreement or otherwise, unless the Trustee's, the
Fiscal Agent's, the Paying Agent's or the applicable Special Servicer's defense
of such claim is materially prejudiced thereby. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of such Master
Servicer hereunder. Any payment hereunder made by the Trustee, the Fiscal Agent,
the Paying Agent or the applicable Special Servicer pursuant to this paragraph
to such Master Servicer shall be paid from the Trustee's, the Fiscal Agent's,
the Paying Agent's or the applicable Special Servicer's own funds, without
reimbursement from the Trust therefor except to the extent achieved through
subrogation as provided in this Agreement. Any expenses incurred or
indemnification payments made by the Trustee, the Fiscal Agent, the Paying Agent
or the applicable Special Servicer shall be reimbursed by the party so paid, if
a court of competent jurisdiction makes a final judgment that the conduct of the
Trustee, the Fiscal Agent, the Paying Agent or the applicable Special Servicer,
as the case may be, was not culpable of willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or of negligent
disregard of its respective duties hereunder or the indemnified party is found
to have acted with willful misfeasance, bad faith or negligence.

            Section 8.25 Indemnification; Third-Party Claims

            (a) Each Master Servicer and any partner, representative, Affiliate,
member, manager, director, officer, employee or agent of each such Master
Servicer shall be indemnified by the Trust and held harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action or claim relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of such Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. A Master Servicer shall assume the defense
of any such claim (with counsel reasonably satisfactory to such Master Servicer)
and out of the Trust pay all expenses in connection therewith, including counsel
fees, and out of the Trust promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim and
satisfy any settlement or other disposition in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
or of the Master Servicers in such capacity. The Trustee, the Paying Agent or
the Master Servicers shall promptly make from the applicable Certificate Account
any payments certified by the applicable Master Servicer to the Trustee and the
Paying Agent as required to be made to the applicable Master Servicer pursuant
to this Section 8.25.

            (b) Each Master Servicer agrees to indemnify the Trustee, the
applicable Special Servicer, the Trust, the Depositor, the Paying Agent, and any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person thereof, and hold them harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
that the Trustee, the Fiscal Agent, the applicable Special Servicer, the
Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
any of such Master Servicer's duties hereunder or by reason of negligent
disregard of such Master Servicer's obligations and duties hereunder (including
a breach of such obligations a substantial motive of which is to obtain an
economic advantage from being released from such obligations), and if in any
such situation such Master Servicer is replaced, the parties hereto agree that
the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent or
the Depositor, as applicable, shall immediately notify the applicable Master
Servicer if a claim is made by any Person with respect to this Agreement or the
Mortgage Loans entitling the Trustee, the Fiscal Agent, the Depositor, the
applicable Special Servicer, the Paying Agent or the Trust to indemnification
under this Section 8.25(b), whereupon the applicable Master Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the applicable Special Servicer, the Paying Agent
or the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the applicable Master Servicer shall not affect any rights
the Trustee, the Fiscal Agent, the applicable Special Servicer, the Depositor,
the Paying Agent or the Trust may have to indemnification under this Agreement
or otherwise, unless the applicable Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
applicable Master Servicer, the applicable Special Servicer, the Fiscal Agent,
the Paying Agent and the Trustee. Any expenses incurred or indemnification
payments made by the applicable Master Servicer shall be reimbursed by the party
so paid, if a court of competent jurisdiction makes a final, non-appealable
judgment that the conduct of the applicable Master Servicer was not culpable of
willful misfeasance, bad faith or negligence in the performance of its
respective duties hereunder or of negligent disregard of its respective duties
hereunder or the indemnified party is found to have acted with willful
misfeasance, bad faith or negligence.

            (c) The Primary Servicer with respect to the Principal Loans and the
Primary Servicer with respect to the MM Loans and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent thereof shall
be indemnified by the Trust and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to this Agreement, its Primary Servicing Agreement
(but only if, and to the extent that, the General Master Servicer would have
been entitled to indemnification therefor under this Agreement if it were
directly servicing the Principal Loans or the MM Loans, as the case may be), any
Principal Loan (solely with respect to the Primary Servicer for such Principal
Loans), any MM Loan (solely with respect to the Primary Servicer for such MM
Loans), any REO Property or the Certificates or any exercise of any right under
this Agreement or its related Primary Servicing Agreement (limited as set forth
above) reasonably requiring the use of counsel or the incurring of expenses
other than any loss, liability or expense incurred by reason of such Primary
Servicer's willful misfeasance, bad faith or negligence in the performance of
duties thereunder. Such Primary Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to such Primary Servicer) and out of
the Trust pay all expenses in connection therewith, including counsel fees, and
out of the Trust promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. The
indemnification provided herein shall survive the termination of this Agreement
and the related Primary Servicing Agreement. The Trustee, the Paying Agent or
the General Master Servicer shall promptly make from the applicable Certificate
Account any payments certified by such Primary Servicer with respect to the
Principal Loans or the MM Loans, as the case may be, to the Trustee and the
Paying Agent as required to be made to such Primary Servicer pursuant to this
Section 8.25.

            (d) The Primary Servicer with respect to the Principal Loans and the
Primary Servicer with respect to the MM Loans agrees to indemnify the Trustee,
the Fiscal Agent, the General Special Servicer, the Trust, the Depositor, the
Paying Agent, and any partner, representative, Affiliate, member, manager,
director, officer, employee, agent or Controlling Person thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trustee, the Fiscal Agent, the General Special Servicer,
the Depositor, the Paying Agent and the Trust may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
such Primary Servicer's duties under this Agreement, its related Primary
Servicing Agreement or by reason of negligent disregard of such Primary
Servicer's obligations and duties thereunder (including a breach of such
obligations a substantial motive of which is to obtain an economic advantage
from being released from such obligations), and if in any such situation such
Primary Servicer is replaced, the parties hereto agree that the amount of such
claims, losses, penalties, fines, legal fees and related costs, judgments, and
other costs, liabilities, fees and expenses shall at least equal the incremental
costs, if any, of retaining a successor primary servicer. The Trustee, the
Fiscal Agent, the General Special Servicer, the Paying Agent or the Depositor,
as applicable, shall immediately notify such Primary Servicer if a claim is made
by any Person with respect to this Agreement, the related Primary Servicing
Agreement, the Principal Loans (solely with respect to the Primary Servicer for
the Principal Loans) or the MM Loans (solely with respect to the Primary
Servicer for the MM Loans) entitling the Trustee, the Fiscal Agent, the
Depositor, the General Special Servicer, the Paying Agent or the Trust to
indemnification under this Section 8.25(d), whereupon such Primary Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Trustee, the Fiscal Agent, the General Special Servicer, the Paying Agent
or the Depositor, as applicable) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify such Primary Servicer shall not affect any rights the
Trustee, the Fiscal Agent, the applicable Special Servicer, the Depositor, the
Paying Agent or the Trust may have to indemnification under this Agreement, the
related Primary Servicing Agreement or otherwise, unless such Primary Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the related
Primary Servicing Agreement and the resignation or termination of the applicable
Master Servicer, the Fiscal Agent, the applicable Special Servicer, the Paying
Agent and the Trustee. Any expenses incurred or indemnification payments made by
such Primary Servicer with respect to the Principal Loans or the MM Loans, as
the case may be, shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of such Primary Servicer was not culpable or that such Primary Servicer did not
act with willful misfeasance, bad faith or negligence.

            (e) The Master Servicers shall not have any liability to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Special
Servicers, any Certificateholder, any Certificate Owner, any Primary Servicer,
the Placement Agent, any Underwriter, any Rating Agency or any other Person to
whom it delivers information pursuant to the provisions of this Agreement for
federal, state or other applicable securities law violations relating to the
disclosure of such information. In the event any Person brings any claims
relating to or arising from the foregoing against a Master Servicer (or any
partners, representatives, Affiliates, members, managers, directors, officers,
employees, agents thereof), the Trust (from amounts held in any account shall
hold harmless and indemnify such Master Servicer from any loss or expense
(including attorney fees) relating to or arising from such claims.

            Section 8.26 1934 Act Reporting

            (a) The Master Servicers, the Special Servicers, the Paying Agent,
the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor
in connection with the Trust's satisfaction of its reporting requirements under
the 1934 Act. Within 15 days after each Distribution Date, the Paying Agent
shall prepare, execute (on behalf of the Depositor) and file on behalf of the
Trust any Forms 8-K customary for similar securities as required by the 1934 Act
and the rules and regulations of the Commission thereunder; provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. The Paying Agent shall file each Form 8-K with a copy of the
related Monthly Certificateholders Report attached thereto. The Paying Agent
shall not file any other attachments with any Form 8-K without the prior consent
of the Depositor. If the Depositor directs that any other attachments are to be
filed with any Form 8-K, such attachments shall be delivered to the Paying Agent
in EDGAR-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Prior to March 30th
of each year (or such earlier date as may be required by the 1934 Act and the
rules and regulations of the Commission), the Paying Agent shall prepare and
file a Form 10-K (which shall be executed by the Depositor), in substance as
required by applicable law or applicable interpretations thereof of the staff of
the Commission. Such Form 10-K shall include as exhibits each annual statement
of compliance described under Sections 8.12 and 9.18 and each accountant's
report described under Sections 8.13 and 9.19, in each case to the extent they
have been timely delivered to the Paying Agent. If they are not so timely
delivered, the Paying Agent shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the Paying
Agent. Each Form 10-K shall also include any Sarbanes-Oxley Certification
required to be included therewith, as described in paragraph (b) of this Section
8.26. The Paying Agent shall not file any other attachments with any Form 10-K
without the prior consent of the Depositor. The Paying Agent shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from the Paying Agent's inability or failure to obtain any
information not resulting from its own negligence, bad faith or willful
misconduct. Upon any filing with the Securities and Exchange Commission, the
Paying Agent shall promptly deliver to the Depositor a copy of any such executed
report, statement or information. Prior to January 30 of the first year in which
the Paying Agent is able to do so under applicable law, the Paying Agent shall
file a Form 15 relating to the automatic suspension of reporting in respect of
the Trust under the 1934 Act.

            (b) The Form 10-K shall include any certification (the
"Sarbanes-Oxley Certification") required to be included therewith pursuant to
the Sarbanes-Oxley Act of 2002, and the rules and regulations of the Commission
promulgated thereunder (including any interpretations thereof by the
Commission's staff) and a copy of such Sarbanes-Oxley Certification shall be
provided to the Rating Agencies. An officer of the Depositor shall sign the
Sarbanes-Oxley Certification. On or before March 20th of each year with respect
to which a Form 10-K is filed by the Paying Agent, as set forth above, the
Master Servicers, the Special Servicers, each Primary Servicer and the Paying
Agent (each, a "Performing Party") shall provide (and, in the case of each
Primary Servicer, the applicable Master Servicer shall cause each related
Primary Servicing Agreement to require the Primary Servicer to so provide) to
the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person")
a certification (each, a "Performance Certification"), in the form set forth on
Exhibit AA hereto or in the form set forth on Exhibit A to Exhibit AA hereto, as
applicable, on which the Certifying Person, the Depositor (if the Certifying
Person is an individual), and the Depositor's partner, representative,
Affiliate, member, manager, director, officer, employee or agent (collectively
with the Certifying Person, "Certification Parties") can rely. Notwithstanding
the foregoing, nothing in this paragraph shall require any Performing Party to
(i) certify or verify the accurateness or completeness of any information
provided to such Performing Party by third parties, (ii) to certify information
other than to such Performing Party's knowledge and in accordance with such
Performing Party's responsibilities hereunder or under any other applicable
servicing agreement or (iii) with respect to completeness of information and
reports, to certify anything other than that all fields of information called
for in written reports prepared by such Performing Party have been completed
except as they have been left blank on their face. In addition, if directed by
the Depositor, such Performing Party shall provide an identical certification to
Depositor's certified public accountants that such Performing Party provided to
its own certified public accountants to the extent such certification relates to
the performance of such Performing Party's duties pursuant to this Agreement or
a modified certificate limiting the certification therein to the performance of
such Performing Party's duties pursuant to this Agreement. In the event any
Performing Party is terminated or resigns pursuant to the terms of this
Agreement, such Performing Party shall provide a Performance Certification to
the Depositor pursuant to this Section 8.26(b) with respect to the period of
time such Performing Party was subject to this Agreement.

            (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of
(i) an actual breach by the applicable Performing Party of its obligations under
this Section 8.26 or (ii) negligence, bad faith or willful misconduct on the
part of the Performing Party in the performance of such obligations. A
Performing Party shall have no obligation to indemnify any Certification Party
for an inaccuracy in the Performance Certification of any other Performing
Party. If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Certification Party, then the Performing Party agrees that
it shall contribute to the amount paid or payable to the Certification Party as
a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the
Certification Party on the one hand and the Performing Party on the other in
connection with a breach of the Performing Party's obligations under this
Section 8.26 or the Performing Party's negligence, bad faith or willful
misconduct in connection therewith; provided that in no event shall the
obligations of a Performing Party pursuant to the immediately preceding sentence
exceed the obligations set forth in the first sentence of this paragraph.

            (d) The Depositor and each Performing Party hereby agree to
negotiate in good faith with respect to compliance with any further guidance
from the Commission or its staff relating to the execution of any Form 10-K and
any Sarbanes-Oxley Certification. In the event such parties agree on such
matters, this Agreement shall be amended to reflect such agreement pursuant to
Section 13.3, which amendment shall not require any Opinions of Counsel,
Officer's Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.

            Section 8.27 Compliance with REMIC Provisions

            The Master Servicers shall act in accordance with this Agreement and
the REMIC Provisions and related provisions of the Code in order to create or
maintain the status of the REMIC Pools created hereby as REMICs and the Class EI
Grantor Trust created hereby as a grantor trust under the Code. The Master
Servicers 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 Section 860F(a)(2)
of the Code or on prohibited contributions pursuant to Section 860G(d) of the
Code) unless the Trustee shall have received a Nondisqualification Opinion (at
the expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such tax. The Master Servicers shall comply with the provisions of Article XII
hereof.

            Section 8.28 Termination

            (a) The obligations and responsibilities of either Master Servicer
created hereby (other than the obligation of the Master Servicers to make
payments to the Paying Agent as set forth in Section 8.29 and the obligations of
the Master Servicers to the Trustee, the Paying Agent, the Fiscal Agent, the
applicable Special Servicer and the Trust as set forth in Section 8.25) shall
terminate (i) on the date which is the later of (A) the final payment or other
liquidation of the last Mortgage Loan remaining outstanding (and final
distribution to the Certificateholders) or (B) the disposition of all REO
Property (and final distribution to the Certificateholders), (ii) if an Event of
Default with respect to such Master Servicer described in clauses 8.28(b)(iii),
(iv), (viii) or (ix) has occurred, 60 days following the date on which the
Trustee or Depositor gives written notice to such Master Servicer that such
Master Servicer is terminated or (iii) if an Event of Default with respect to
such Master Servicer described in clauses 8.28(b)(i), (ii), (v), (vi) or (vii)
has occurred, immediately upon the date on which the Trustee or the Depositor
gives written notice to such Master Servicer that such Master Servicer is
terminated. After any Event of Default, the Trustee (i) may elect to terminate
such Master Servicer by providing such notice, and (ii) shall provide such
notice if holders of Certificates representing more than 25% of the Aggregate
Certificate Balance of all Certificates so direct the Trustee.

            (b) "Event of Default," wherever used herein, means, with respect to
any Master Servicer, any one of the following events:

            (i) any failure by such Master Servicer, at the times required
      hereunder, to remit to the Paying Agent or otherwise make any payment
      required to be remitted by such Master Servicer under the terms of this
      Agreement, including any required Advances; or

            (ii) any failure by such Master Servicer to make a required deposit
      to the applicable Certificate Account which continues unremedied for one
      Business Day following the date on which such deposit was first required
      to be made; or

            (iii) any failure on the part of such Master Servicer duly to
      observe or perform in any material respect any other of the duties,
      covenants or agreements on the part of such Master Servicer contained in
      this Agreement which continues unremedied for a period of 30 days after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to such Master Servicer by the Depositor
      or the Trustee; provided, however, that if such Master Servicer certifies
      to the Trustee and the Depositor that such Master Servicer is in good
      faith attempting to remedy such failure, such cure period will be extended
      to the extent necessary to permit the Master Servicer to cure such
      failure; provided, further, that such cure period may not exceed 90 days;
      or

            (iv) any breach of the representations and warranties contained in
      Section 8.20 hereof that materially and adversely affects the interest of
      any holder of any Class of Certificates and that continues unremedied for
      a period of 30 days after the date on which notice of such breach,
      requiring the same to be remedied, shall have been given to such Master
      Servicer by the Depositor or the Trustee, provided, however, that if such
      Master Servicer certifies to the Trustee and the Depositor that such
      Master Servicer is in good faith attempting to remedy such breach, such
      cure period will be extended to the extent necessary to permit such Master
      Servicer to cure such breach; provided, further, that such cure period may
      not exceed 90 days; or

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

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

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

            (viii) the Trustee shall receive written notice from Fitch to the
      effect that the continuation of the Master Servicer in such capacity would
      result in the downgrade, qualification or withdrawal of any rating then
      assigned by Fitch to any Class of Certificates; or

            (ix) such Master Servicer is removed from S&P's approved Master
      Servicer list and the ratings then assigned by S&P to any Classes of
      certificates are downgraded, qualified or withdrawn (including, without
      limitation, being placed on "negative credit watch") in connection with
      such removal.

            If any Master Servicer is terminated based upon an Event of Default
set forth in clause (viii) or (ix) above, then such Master Servicer shall have
the right to enter into a primary servicing agreement with the applicable
successor Master Servicer with respect to all applicable Mortgage Loans that are
not then subject to a Primary Servicing Agreement, so long as such terminated
Master Servicer is on the approved list of commercial mortgage loan primary
servicers maintained by S&P and has a commercial loan primary servicer rating of
at least CPS3 (or the equivalent) from Fitch (or obtains a Rating Agency
Confirmation from each Rating Agency as to which such terminated Master Servicer
does not satisfy the applicable rating level described above).

            Section 8.29 Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i) of Section
8.28(a), specifying the Master Servicer Remittance Date upon which the final
transfer by a Master Servicer to the Paying Agent shall be made, shall be given
promptly in writing by such Master Servicer to the Paying Agent no later than
the later of (i) five Business Days after the final payment or other liquidation
of the last Mortgage Loan or (ii) the sixth day of the month of such final
distribution. Upon any such termination, the duties of such Master Servicer
(other than the obligation of such Master Servicer to pay to the Paying Agent
the amounts remaining in the applicable Certificate Account as set forth below
and the obligations of such Master Servicer to the Trustee, the Trust and the
Fiscal Agent as provided herein) shall terminate and such Master Servicer shall
transfer to the Paying Agent the amounts remaining in the applicable Certificate
Account (and any sub-account) after making the withdrawals permitted to be made
pursuant to Section 5.2 and shall thereafter terminate the applicable
Certificate Account and any other account or fund maintained with respect to the
Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Master Servicer pursuant to clause (ii) of Section 8.28(a), or on the date
on which a written notice of termination is given to a Master Servicer pursuant
to clause (iii) of Section 8.28(a) all authority, power and rights of such
Master Servicer under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall terminate (except for any rights relating to unpaid
servicing compensation, unreimbursed Advances or, if the terminated Master
Servicer is Wells Fargo Bank, National Association or NCB, FSB, the Excess
Servicing Fee with respect to its Mortgages Loans and all indemnities and
exculpations set forth herein); provided that in no event shall the termination
of such Master Servicer be effective until a successor servicer shall have
succeeded such Master Servicer as successor servicer, subject to approval by the
Rating Agencies, notified such Master Servicer of such designation and such
successor servicer shall have assumed such Master Servicer's obligations and
responsibilities hereunder and under the Primary Servicing Agreements, as set
forth in an agreement substantially in the form hereof, with respect to the
Mortgage Loans. Except as provided in the next sentence, the Trustee may not
succeed a Master Servicer as servicer until and unless it has satisfied the
provisions that would apply to a Person succeeding to the business of such
Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the
foregoing sentence, in the event that a Master Servicer is terminated as a
result of an event described in Section 8.28(b)(v), 8.28(b)(vi) or 8.28(b)(vii),
the Trustee shall act as successor servicer immediately upon delivery of a
notice of termination to such Master Servicer and shall use commercially
reasonable efforts within 90 days of assuming the duties of such Master
Servicer, either to satisfy the conditions of Section 8.22(b) hereof or to
transfer the duties of such Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of such Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicers agree to cooperate with the Trustee, the Paying Agent and the Fiscal
Agent in effecting the termination of a Master Servicer's responsibilities and
rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the Trustee
all documents and records in electronic or other form reasonably requested by it
to enable the successor servicer designated by the Trustee to assume such Master
Servicer's functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by such Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

            (c) If a Master Servicer receives a written notice of termination
pursuant to clause (ii) of Section 8.28(a) relating solely to an Event of
Default set forth in clause (viii) or (ix) of Section 8.28(b) or an Event of
Default caused by a default of a Primary Servicer under its Primary Servicing
Agreement, and if such Master Servicer provides the Trustee with the appropriate
"request for proposal" materials within five Business Days after receipt of such
written notice of termination, then the Trustee shall promptly thereafter (using
such "request for proposal" materials provided by such Master Servicer) solicit
good faith bids for the rights to service the Mortgage Loans under this
Agreement from at least three but no more than five Qualified Bidders or, if
three Qualified Bidders cannot be located, then from as many Persons as the
Trustee can determine are Qualified Bidders. At the Trustee's request, such
Master Servicer shall supply the Trustee with the names of Persons from whom to
solicit such bids. In no event shall the Trustee be responsible if less than
three Qualified Bidders submit bids for the right to service the Mortgage Loans
under this Agreement.

            (d) Each bid proposal shall require any Qualified Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary
Servicing Agreements, not later than 30 days after termination of the applicable
Master Servicer hereunder. The Trustee shall select the Qualified Bidder with
the highest cash bid (or such other Qualified Bidder as the applicable Master
Servicer may direct) (the "Successful Bidder") to act as successor Master
Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into
this Agreement as successor Master Servicer pursuant to the terms hereof, and in
connection therewith to deliver the amount of the Successful Bidder's cash bid
to the Trustee by wire transfer of immediately available funds to an account
specified by the Trustee no later than 10:00 a.m. New York City time on the date
specified for the assignment and assumption of the servicing rights hereunder.

            (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

            (f) If the Successful Bidder has not entered into this Agreement as
a successor Master Servicer within 30 days after the termination of a 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). During such 30-day period and until the
acceptance of appointment by a successor servicer, the Master Servicer shall
continue to service the Mortgage Loans in accordance with this Agreement.

            (g) Notwithstanding anything to the contrary in this Section 8.29,
the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

                                   ARTICLE IX

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

            Section 9.1 Duties of the Special Servicers

            (a) Subject to the express provisions of this Agreement, for and on
behalf of the Certificateholders and the Trustee and, the applicable Special
Servicer shall service the Specially Serviced Mortgage Loans and manage the
related REO Properties in accordance with the provisions of this Agreement and
the Servicing Standard.

            The General Special Servicer shall be the Special Servicer with
respect to all the Mortgage Loans and other assets of the Trust other than the
Co-op Trust Assets and, as such, shall service and administer such of the assets
of the Trust (other than the Co-op Trust Assets) as constitute Specially
Serviced Mortgage Loans and REO Properties and shall render such incidental
services as are required of such Special Servicer with respect to such of the
assets of the Trust (other than the Co-op Trust Assets) as constitute assets
that are not Specially Serviced Mortgage Loans or REO Properties. The Co-op
Special Servicer shall be the Special Servicer with respect to the Co-op Trust
Assets and, as such, shall service and administer such of the Co-op Trust Assets
as constitute Specially Serviced Mortgage Loans or REO Properties and shall
render such incidental services as are required of such Special Servicer with
respect to such of the Co-op Trust Assets as are not Specially Serviced Mortgage
Loans or REO Properties.

            (b) Each Special Servicer shall cooperate with the applicable Master
Servicer and provide the applicable Master Servicer with the information
reasonably requested by such Master Servicer, in writing, to the extent required
to allow such Master Servicer to perform its servicing obligations with respect
to the Specially Serviced Mortgage Loans hereunder; provided, however, that (i)
a Special Servicer shall not be required to produce any ad hoc reports or incur
any unusual expense or effort in connection therewith and (ii) if a Special
Servicer elects to provide such ad hoc reports requested by the applicable
Master Servicer, such Special Servicer may require the applicable Master
Servicer to pay a reasonable fee to cover the costs of the preparation thereof.
A Special Servicer's obligations with respect to the servicing of any Specially
Serviced Mortgage Loan and any related REO Properties shall terminate when such
Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage Loan,
unless and until another Servicing Transfer Event with respect to such
Rehabilitated Mortgage Loan occurs.

            (c) The applicable Special Servicer shall send a written notice to
the applicable Master Servicer and the Paying Agent within two Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage
Loan, which notice shall identify the applicable Mortgage Loan. Upon the receipt
of such notice by the applicable Master Servicer and the Paying Agent, such
Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the applicable Master Servicer.

            (d) Upon the occurrence of a Servicing Transfer Event with respect
to a Mortgage Loan and upon the reasonable request of the applicable Special
Servicer, the applicable Master Servicer shall mark its records for such
Mortgage Loan to cause any monthly statements for amounts due on such Mortgage
Loan to be sent thereafter to the applicable Special Servicer rather than the
related Mortgagor. Upon receipt of any such monthly statement, the applicable
Special Servicer shall, within two Business Days, advise the applicable Master
Servicer of any changes to be made, and return the monthly statement to the
applicable Master Servicer. The applicable Master Servicer shall thereafter
promptly send the corrected monthly statement to the Mortgagor. If a Mortgage
Loan becomes a Rehabilitated Mortgage Loan, the applicable Master Servicer shall
send the monthly statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

            (e) All amounts collected by the applicable Master Servicer with
respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that
has become an REO Mortgage Loan) shall be deposited in the applicable
Certificate Account. The applicable Master Servicer shall within two Business
Days after receipt of any such payment, notify the applicable Special Servicer
of the receipt of such payment and the amount thereof. The applicable Special
Servicer shall, within two Business Days thereafter, instruct the applicable
Master Servicer in writing how to apply such payment (with the application of
such payments to be made in accordance with the related Mortgage Loan documents
or in accordance with this Agreement, as applicable).

            (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the applicable Special Servicer shall
monitor the dates by which any claim must be made or action must be taken under
such Environmental Insurance Policy to achieve the payment of all amounts
thereunder to which the Trust is entitled in the event the applicable Special
Servicer has actual knowledge of any event giving rise to a claim under such
Environmental Insurance Policy (an "Insured Environmental Event") and (ii) if
the applicable Special Servicer has actual knowledge of an Insured Environmental
Event with respect to such Mortgage Loan, such Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of the related Environmental Insurance Policy to make a
claim thereunder and achieve the payment of all amounts to which the Trust is
entitled thereunder. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any such claim shall
be paid by, and reimbursable to, the applicable Master Servicer as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated
expenses) incurred by the applicable Special Servicer in fulfilling its
obligations under this Section 9.1 shall be paid by the Trust.

            Section 9.2 Fidelity Bond and Errors and Omissions Insurance Policy
of the Special Servicers

            Each Special Servicer, at its expense, shall maintain in effect a
Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The
Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall
be issued by a Qualified Insurer (unless a Special Servicer self insures as
provided below) and be in form and amount consistent with the Servicing
Standard. In the event that any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, the applicable Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of a Special Servicer (or its
corporate parent) is not less than two rating categories (ignoring pluses or
minuses) lower than the highest rating of the Certificates, but in any event not
less than "A" as rated by S&P and Fitch, such Special Servicer may self-insure
for the Servicer Fidelity Bond and the Servicer Error and Omissions Insurance
Policy.

            Section 9.3 Sub-Servicers

            Each Special Servicer shall have the right to use a Sub-Servicer on
the same terms and conditions as those set forth in Section 8.4 for a
Sub-Servicer of the applicable Master Servicer. The applicable Special Servicer
shall notify the applicable Master Servicer, the Trustee and the Operating
Adviser, of the appointment of any Sub-Servicer of such Special Servicer.

            Section 9.4 Special Servicers' General Powers and Duties

            (a) Subject to the other terms and provisions of this Agreement
(including, but not limited to, Sections 9.39), the Special Servicer is hereby
authorized and empowered when such Special Servicer believes it appropriate in
accordance with the Servicing Standard, to take any and all the actions with
respect to Specially Serviced Mortgage Loans which the applicable Master
Servicer may perform as set forth in Section 8.3(a), including (i) to execute
and deliver, on behalf of itself or the Trust, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Specially Serviced Mortgage
Loans and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date the Powers of
Attorney in the form of Exhibit S-2A and Exhibit S-2B hereto and shall furnish
the applicable Special Servicer from time to time, upon request, with any
additional powers of attorney of the Trust, empowering such Special Servicer to
take such actions as it determines to be reasonably necessary to comply with its
servicing, administrative and management duties hereunder, and the Trustee shall
execute and deliver or cause to be executed and delivered such other documents
as a Special Servicing Officer may request, that are necessary or appropriate to
enable such Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as such
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, such Special Servicer shall
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice
to the Trustee, unless such Special Servicer reasonably believes that such
action should be taken in less than five Business Days to preserve the property
of the Trust for the benefit of Certificateholders, and the Trustee may within
five Business Days of its receipt of such notice advise such Special Servicer
that it has received an Opinion of Counsel (the cost of which shall be an
expense of the Trust) from an attorney duly licensed to practice law in the
state where the related Mortgaged Property or REO Property is located, that it
is likely that the laws of the state in which said action is to be taken either
prohibit such action if taken in the name of the Trust or that the Trust would
be adversely affected under the "doing business" or tax laws of such state if
such action is taken in its name; provided, further, that such Special Servicer
shall not be liable to the extent that it relies on the advice provided in such
Opinion of Counsel. Upon receipt of any such advice from the Trustee, the
applicable Special Servicer shall take such action in the name of such Person or
Persons, in trust for the Trust, as shall be consistent with the Opinion of
Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in
writing that such action is being taken by the Special Servicer in the name of
the Trust. In the performance of its duties hereunder, the applicable Special
Servicer shall be an independent contractor and shall not, except in those
instances where it is, after notice to the Trustee as provided above, taking
action in the name of the Trust, be deemed to be the agent of the Trust. The
applicable Special Servicer shall indemnify the Trustee for any loss, liability
or reasonable expense (including attorneys' fees) incurred by the Trustee or any
partner, representative, Affiliate, member, manager, director, officer,
employee, agent or Controlling Person of it or its Affiliates in connection with
any negligent or intentional misuse of the foregoing powers of attorney
furnished to such Special Servicer by the Trustee. Such indemnification shall
survive the resignation or termination of a Special Servicer hereunder, the
resignation or termination of the Trustee and the termination of this Agreement.
The applicable Special Servicer shall not have any responsibility or liability
for any act or omission of the Trustee, the applicable Master Servicer or the
Depositor that is not attributable to the failure of such Special Servicer to
perform its obligations hereunder. The applicable Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

            (b) In servicing and administering the Specially Serviced Mortgage
Loans and managing any related REO Properties, the applicable Special Servicer
shall employ procedures consistent with the Servicing Standard. The applicable
Special Servicer shall conduct, or cause to be conducted, inspections of the
Mortgaged Properties relating to Specially Serviced Mortgage Loans at such times
and in such manner as shall be consistent with the Servicing Standard; provided
that such Special Servicer shall conduct, or cause to be conducted, inspections
of the Mortgaged Properties relating to Specially Serviced Mortgage Loans at
least once during each twelve-month period that ends on June 30 of any calendar
year (commencing with the twelve-month period ending June 30, 2006); provided,
further, that such Special Servicer shall, at the expense of the Trust, inspect
or cause to be inspected each Mortgaged Property related to a Mortgage Loan that
is delinquent for sixty (60) days in the payment of any amounts due under such
Mortgage Loan. The applicable Special Servicer shall provide to the applicable
Master Servicer and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

            Section 9.5 "Due-On-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;
Due-On-Encumbrance Clauses

            Subject to the limitations of Sections 9.39 and 12.3, each Special
Servicer shall have the following duties and rights:

            (a) If any Specially Serviced Mortgage Loan contains a provision in
the nature of a "due-on-sale" clause, which by its terms:

            (i) provides that such Specially Serviced Mortgage Loan shall (or
      may at the Mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property, or

            (ii) provides that such Specially Serviced Mortgage Loan may not be
      assumed without the consent of the related mortgagee in connection with
      any such sale or other transfer,

then, each Special Servicer, on behalf of the Trust, shall, after consultation
with (or, if required pursuant to this Agreement, receipt of written consent of)
the Operating Adviser and in accordance with the REMIC Provisions, take such
actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, a Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, such Special Servicer shall prepare and deliver to S&P and Fitch a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. Such
Special Servicer shall also prepare and provide S&P and Fitch with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Specially Serviced Mortgage Loans below the threshold set
forth above, but for which such Special Servicer's decision will be sufficient
and a Rating Agency Confirmation is not required. As to any Mortgage Loan that
is not a Specially Serviced Mortgage Loan and contains a provision in the nature
of a "due-on-sale" clause, such Special Servicer shall have the rights and
duties set forth in Section 8.7(d). The applicable Special Servicer shall be
entitled to 100% of all assumption fees in connection with Specially Serviced
Mortgage Loans.

            After notice to the Operating Adviser (or, if otherwise required
pursuant to this Agreement, receipt of written consent of), the applicable
Special Servicer is also authorized to take or enter into an assignment and
assumption agreement from or with the Person to whom such property has been or
is about to be conveyed, and/or to release the original Mortgagor from liability
upon the Specially Serviced Mortgage Loan and substitute the new Mortgagor as
obligor thereon; provided that except as otherwise permitted by Section 9.5(c),
any such assignment and assumption or substitution agreement shall contain no
terms that could result in an Adverse REMIC Event. To the extent permitted by
law, the applicable Special Servicer shall enter into an assumption or
substitution agreement that is required under the related Mortgage Loan
documents (either as a matter of right or upon satisfaction of specified
conditions) and shall otherwise enter into any assumption or substitution
agreement only if entering into such assumption or substitution agreement is
consistent with the Servicing Standard. The applicable Special Servicer shall
not condition approval of any request for assumption of a Specially Serviced
Mortgage Loan on an increase in the interest rate of such Specially Serviced
Mortgage Loan. The applicable Special Servicer shall notify the applicable
Master Servicer of any such assignment and assumption or substitution agreement
and such Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

            (b) In connection with any assignment and assumption of a Specially
Serviced Mortgage Loan, in no event shall the applicable Special Servicer
consent to the creation of any lien on a Mortgaged Property that is senior to,
or on a parity with, the lien of the related Mortgage. Nothing in this Section
9.5 shall constitute a waiver of the Trustee's right, as the mortgagee of
record, to receive notice of any assignment and assumption of a Specially
Serviced Mortgage Loan, any sale or other transfer of the related Mortgaged
Property or the creation of any lien or other encumbrance with respect to such
Mortgaged Property.

            (c) Subject to the Servicing Standard and Sections 9.37 and 9.39,
and the rights and duties of the applicable Master Servicer under Section 8.18,
the applicable Special Servicer may enter into any modification, waiver or
amendment (including, without limitation, the substitution or release of
collateral or the pledge of additional collateral) of the terms of any Specially
Serviced Mortgage Loan, including any modification, waiver or amendment to (i)
reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal, accrued interest and/or any Prepayment Premium and/or any other
amounts due and payable with respect to such Specially Serviced Mortgage Loan
(including, but not limited to, any Late Fees or default interest), (ii) reduce
the amount of the Scheduled Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the Maturity Date of
any Specially Serviced Mortgage Loan and/or (v) accept a principal prepayment on
any Specially Serviced Mortgage Loan during any period during which voluntary
Principal Prepayments are prohibited, provided, in the case of any such
modification, waiver or amendment, that (A) the related Mortgagor is in default
with respect to the Specially Serviced Mortgage Loan or, in the reasonable
judgment of the applicable Special Servicer, such default is reasonably
foreseeable, (B) in the reasonable judgment of the applicable Special Servicer,
such modification, waiver or amendment would increase the recovery on the
Specially Serviced Mortgage Loan to Certificateholders on a net present value
basis (the relevant discounting of amounts that will be distributable to
Certificateholders to be performed at the related Mortgage Rate) (as
demonstrated in writing by the applicable Special Servicer to the Trustee and
the Paying Agent), (C) such modification, waiver or amendment would not cause an
Adverse REMIC Event to occur, and (D) if notice to the Operating Adviser of such
modification, waiver or amendment is required pursuant to Section 9.39.

            In no event, however, shall the applicable Special Servicer (i)
extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date
that is two years prior to the Final Rated Distribution Date or (ii) if the
Specially Serviced Mortgage Loan is secured by a ground lease, extend the
Maturity Date of such Specially Serviced Mortgage Loan unless such Special
Servicer gives due consideration to the remaining term of such ground lease. The
applicable Special Servicer shall not extend the Maturity Date of any Specially
Serviced Mortgage Loan secured by a Mortgaged Property covered by a group
secured creditor impaired property environmental insurance policy for more than
five years beyond such Specially Serviced Mortgage Loan's Maturity Date unless a
new Phase I Environmental Report indicates that there is no environmental
condition or the Mortgagor obtains, at its expense, an extension of such policy
on the same terms and conditions to cover the period through five years past the
extended Maturity Date, provided that, (i) if such Specially Serviced Mortgage
Loan is secured by a ground lease, the applicable Special Servicer shall give
due consideration to the remaining term of the ground lease and (ii) in no case
shall the Maturity Date of any such Specially Serviced Mortgage Loan be extended
past a date that is two years prior to the Final Rated Distribution Date. The
determination of the applicable Special Servicer contemplated by clause (B) of
the proviso to the first paragraph of this Section 9.5(c) shall be evidenced by
an Officer's Certificate certifying the information in the proviso to the first
paragraph under this subsection (c).

            (d) In the event the applicable Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged
Property pursuant to Section 9.5(c) or pledge additional collateral for the
Specially Serviced Mortgage Loan pursuant to Section 9.5(c), if the security
interest of the Trust in such collateral can only be perfected by possession, or
if such collateral requires special care or protection, then prior to agreeing
to such substitution or addition of collateral, such Special Servicer shall make
arrangements for such possession, care or protection, and prior to agreeing to
such substitution or addition of collateral (or such arrangement for possession,
care or protection) shall obtain the prior written consent of the Trustee with
respect thereto (which consent shall not be unreasonably withheld, delayed or
conditioned); provided, however, that the Trustee shall not be required (but has
the option) to consent to any substitution or addition of collateral or to hold
any such collateral which will require the Trustee to undertake any additional
duties or obligations or incur any additional expense. Notwithstanding the
foregoing, to the extent not inconsistent with the related Mortgage Loan
documents, the applicable Special Servicer will not permit a Mortgagor to
substitute collateral for any portion of the Mortgaged Property unless it shall
have received a Rating Agency Confirmation in connection therewith, the costs of
which to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. If the Mortgagor is not required to pay for the Rating
Agency Confirmation, then such expense will be paid by the Trust. Promptly upon
receipt of notice of such unpaid expense, regarding a Specially Serviced
Mortgage Loan, the applicable Special Servicer shall request the related Seller
as and to the extent required pursuant to the terms of the related Mortgage Loan
Purchase Agreement to make such payment by deposit to the applicable Certificate
Account. The parties hereto acknowledge that if the Trust incurs any Additional
Trust Expense associated solely with the release of collateral that is not
required to be paid by a Mortgagor pursuant to the related Mortgage Loan
documents (and such Additional Trust Expense is not paid by the Mortgagor),
including, but not limited to, rating agency fees, then the sole obligation of
the related Seller shall be to pay an amount equal to such expense to the extent
the related Mortgagor is not required to pay them.

            (e) The applicable Special Servicer will promptly deliver to the
applicable Master Servicer, the Operating Adviser, the Trustee, the Paying Agent
and the Rating Agencies, a notice, specifying any such assignments and
assumptions, modifications, material waivers (except any waivers with respect to
Late Fees or default interest) or amendments, such notice identifying the
affected Specially Serviced Mortgage Loan. Such notice shall set forth the
reasons for such waiver, modification, or amendment (including, but not limited
to, information such as related income and expense statements, rent rolls, in
the case of Mortgage Loans other than Co-op Mortgage Loans, occupancy status,
property inspections, and an internal or external appraisal performed in
accordance with MAI standards and methodologies (and, if done externally, the
cost of such appraisal shall be recoverable as a Servicing Advance subject to
the provisions of Section 4.4 hereof)). The applicable Special Servicer shall
also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment promptly following the execution thereof.

            (f) No fee described in this Section shall be collected by the
applicable Special Servicer from the Mortgagor (or on behalf of the Mortgagor)
in conjunction with any consent or any modification, waiver or amendment of the
Specially Serviced Mortgage Loan if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b). Subject to the foregoing, the applicable Special Servicer shall use
its reasonable efforts, in accordance with the Servicing Standard, to collect
any modification fees and other expenses connected with a permitted modification
of a Specially Serviced Mortgage Loan from the Mortgagor. The applicable Special
Servicer shall be entitled to 100% of any modification fees received in
connection with a Specially Serviced Mortgage Loan. The inability of the
Mortgagor to pay any costs and expenses of a proposed modification shall not
impair the right of the applicable Special Servicer, the applicable Master
Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

            (g) The applicable Special Servicer shall cooperate with the
applicable Master Servicer (as provided in Section 8.7) in connection with
assignments and assumptions of Mortgage Loans that are not Specially Serviced
Mortgage Loans (except with respect to the UCMFI Loans with respect to which
such Special Servicer is not entitled to receive a percentage of the assumption
fee, as set forth below), 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(d). The Special Servicer shall be entitled to
100% of any assumption fee received in connection with a Specially Serviced
Mortgage Loan. Notwithstanding the foregoing, with respect to non-Specially
Serviced Mortgage Loans that are UCMFI Loans, the Special Servicer shall only be
entitled to 50% of any assumption fee if such Special Servicer's consent was
required with respect to such assumption.

            (h) Notwithstanding anything herein to the contrary, (i) the
applicable Special Servicer shall not have any right or obligation to consult
with or to seek and/or obtain consent or approval from the Operating Adviser
prior to acting, and provisions of this Agreement requiring such shall be of no
effect, if the Operating Adviser resigns or is removed, during the period
following such resignation or removal until a replacement is elected and (ii) no
advice, direction or objection from or by the Operating Adviser, as contemplated
by this Agreement, may (and such Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the applicable Special
Servicer has determined, in its reasonable good faith judgment would) (A)
require or cause such Special Servicer to violate applicable law, the terms of
any Mortgage Loan, any provision of this Agreement or the REMIC Provisions,
including such Special Servicer's obligation to act in accordance with the
Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool or the Class EI Grantor Trust not being treated as a grantor trust,
(C) expose the Trust, the Depositor, the applicable Master Servicer, the
applicable Special Servicer, the Fiscal Agent, the Paying Agent or the Trustee,
or any of their respective partners, representatives, Affiliates, members,
managers, directors, officers, employees or agents, to any material claim, suit
or liability, or (D) materially expand the scope of the applicable Special
Servicer's responsibilities under this Agreement.

            (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause (other than with
respect to a Specially Serviced Mortgage Loan that is a Co-op Mortgage Loan as
to which the NCB, FSB Subordinate Debt Conditions have been satisfied), which by
its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any
      additional lien or other encumbrance on the related Mortgaged Property; or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property,

then, for so long as such Mortgage Loan is included in the Trust, the applicable
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 9.5, waive its right to exercise) any right it
may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon, or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standard.
Prior to waiving the effect of such provision with respect to a Mortgage Loan,
the applicable Special Servicer shall obtain Rating Agency Confirmation
regarding such waiver; provided, however, that such Rating Agency Confirmation
shall only be required if the applicable Mortgage Loan (x) represents 2% or more
of the Principal Balance of all of the Mortgage Loans held by the Trust or is
one of the 10 largest Mortgage Loans based on Principal Balance or (y) such
Mortgage Loan has a Loan-to-Value Ratio (which also includes Junior
Indebtedness, if any) that is greater than or equal to 85% and a Debt Service
Coverage Ratio (which also includes debt service on any Junior Indebtedness)
that is less than 1.2x.

            Section 9.6 Release of Mortgage Files

            (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by a Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
or the complete defeasance of a Specially Serviced Mortgage Loan, such Special
Servicer will within 2 Business Days notify the applicable Master Servicer. The
applicable Special Servicer shall determine, in accordance with the Servicing
Standard, whether an instrument of satisfaction shall be delivered and, if such
Special Servicer determines that such instrument should be delivered, such
Special Servicer shall deliver written approval of such delivery to the
applicable Master Servicer.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the applicable Special Servicer and delivery
to the Trustee or Custodian of a request for release signed by a Special
Servicing Officer substantially in the form of Exhibit C, release the related
Mortgage File to such Special Servicer. After the transfer of servicing with
respect to any Specially Serviced Mortgage Loan to the applicable Special
Servicer, in accordance with the Servicing Standard, the applicable Master
Servicer shall notify, in writing, the Mortgagor under each Specially Serviced
Mortgage Loan transferred to the applicable Special Servicer, of such transfer.

            (c) Reserved.

            (d) The applicable Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the applicable Master Servicer all
documents and instruments in the possession of such Special Servicer related to
such Rehabilitated Mortgage Loan. Prior to the transfer of servicing with
respect to any Rehabilitated Mortgage Loan to the applicable Master Servicer in
accordance with the Servicing Standard, the applicable Special Servicer shall
notify, in writing, each Mortgagor under each Rehabilitated Mortgage Loan of
such transfer.

            Section 9.7 Documents, Records and Funds in Possession of the
Special Servicers to Be Held for the Trustee

            (a) Each Special Servicer shall transmit to the Trustee or Custodian
such documents and instruments coming into the possession of such Special
Servicer as from time to time are required by the terms hereof to be delivered
to the Trustee. Any funds received by the applicable Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the applicable Special Servicer as Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds in respect of any Specially Serviced
Mortgage Loan or any REO Property shall be remitted to the applicable Master
Servicer within two Business Days of receipt for deposit into the applicable
Certificate Account, except that if such amounts relate to REO Income, they
shall be deposited in the applicable REO Account. The applicable Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the applicable Master
Servicer, the Fiscal Agent, the Paying Agent, the Operating Adviser and their
respective agents and accountants at any time upon reasonable written request
and during normal business hours, provided that such Special Servicer shall not
be required to take any action or provide any information that such Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder; provided, further, that the Trustee
and the Paying Agent shall be entitled to receive from the applicable Special
Servicer all such information as the Trustee and the Paying Agent shall
reasonably require to perform their respective duties hereunder. In fulfilling
such a request, the applicable Special Servicer shall not be responsible for
determining whether such information is sufficient for the Trustee's, the
applicable Master Servicer's, the Fiscal Agent's, the Paying Agent's or the
Operating Adviser's purposes.

            (b) Each Special Servicer hereby acknowledges that the Trust owns
the Specially Serviced Mortgage Loans and all Mortgage Files representing such
Specially Serviced Mortgage Loans and all funds now or hereafter held by, or
under the control of, such Special Servicer that are collected by such Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which such Special
Servicer is entitled hereunder); and such Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, such Special Servicer,
shall be held by such Special Servicer for and on behalf of the Trust.

            (c) Each Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are
required to be deposited in any REO Account to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against any Specially
Serviced Mortgage Loan or any funds, collected on, or in connection with, a
Specially Serviced Mortgage Loan.

            Section 9.8 Representations, Warranties and Covenants of the Special
Servicers

            (a) Midland Loan Services, Inc., in its capacity as the General
Special Servicer, hereby represents and warrants to and covenants with the
Trustee and the Paying Agent, as of the Closing Date:

            (i) the General Special Servicer is a corporation, duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware, and the General Special Servicer is in compliance with the laws
      of each State in which any Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement;

            (ii) the execution and delivery of this Agreement by the General
      Special Servicer, and the performance and compliance with the terms of
      this Agreement by the General Special Servicer, will not violate the
      General Special Servicer's organizational documents or constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets which default or breach in the
      reasonable judgment of the General Special Servicer, is likely to affect
      materially and adversely either the ability of the General Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of the General Special Servicer;

            (iii) the General Special Servicer has the full corporate power and
      authority to enter into and consummate all transactions contemplated by
      this Agreement, has duly authorized the execution, delivery and
      performance of this Agreement, and has duly executed and delivered this
      Agreement;

            (iv) this Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the General Special Servicer, enforceable
      against the General Special Servicer in accordance with the terms hereof,
      subject to (A) applicable bankruptcy, insolvency, reorganization,
      receivership, moratorium and other laws affecting the enforcement of
      creditors' rights generally, and (B) general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in
      equity or at law;

            (v) the General Special Servicer is not in violation of, and its
      execution and delivery of this Agreement and its performance and
      compliance with the terms of this Agreement will not constitute a
      violation of, any law, order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in the General Special Servicer's
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the General Special Servicer to perform its obligations
      under this Agreement or the financial condition of the General Special
      Servicer;

            (vi) no litigation is pending or, to the best of the General Special
      Servicer's knowledge, threatened against the General Special Servicer the
      outcome of which, in the General Special Servicer's reasonable judgment,
      could reasonably be expected to prohibit the General Special Servicer from
      entering into this Agreement or that, in the General Special Servicer's
      reasonable judgment, is likely to materially and adversely affect the
      ability of the General Special Servicer to perform its obligations under
      this Agreement;

            (vii) the General Special Servicer has errors and omissions
      insurance coverage which is in full force and effect and complies with the
      requirements of Section 9.2 hereof; and

            (viii) no consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by the General Special Servicer with this Agreement, or the
      consummation by the General Special Servicer of any transaction
      contemplated hereby, other than (1) such consents, approvals,
      authorizations, qualifications, registrations, filings, or notices as have
      been obtained or made and (2) where the lack of such consent, approval,
      authorization, qualification, registration, filing or notice would not
      have a material adverse effect on the performance by the General Special
      Servicer under this Agreement.

            (b) The Co-op Special Servicer, hereby represents and warrants to
and covenants with the Trustee and the Paying Agent as of the Closing Date:

            (i) The Co-op Special Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the United States,
      and the Co-op Special Servicer is in compliance with the laws of each
      State in which any related Mortgaged Property is located to the extent
      necessary to perform its obligations under this Agreement.

            (ii) The Co-op Special Servicer's execution and delivery of,
      performance under and compliance with this Agreement will not violate the
      Co-op Special Servicer's organizational documents or constitute a default
      (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets, which default, in the good faith
      and reasonable judgment of the Co-op Special Servicer, is likely to affect
      materially and adversely either the ability of the Co-op Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Co-op Special Servicer.

            (iii) The Co-op Special Servicer has the full power and authority to
      enter into and consummate all transactions involving the Co-op Special
      Servicer contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly
      executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Co-op Special Servicer, enforceable against
      the Co-op Special Servicer in accordance with the terms hereof, subject to
      (A) applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

            (v) The Co-op Special Servicer is not in violation of, and its
      execution and delivery of, performance under and compliance with the terms
      of this Agreement will not constitute a violation of, any law, any order
      or decree of any court or arbiter, or any order, regulation or demand of
      any federal, state or local governmental or regulatory authority, which
      violation, in the Co-op Special Servicer's good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability
      of the Co-op Special Servicer to perform its obligations under this
      Agreement or the financial condition of the Co-op Special Servicer.

            (vi) No consent, approval, authorization or order of any state or
      federal court or governmental agency or body is required for the
      consummation by the Co-op Special Servicer of the transactions
      contemplated herein, except for those consents, approvals, authorizations
      or orders that previously have been obtained or where the lack of such
      consent, approval, authorization or order would not have a material
      adverse effect on the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (vii) No litigation is pending or, to the best of the Co-op Special
      Servicer's knowledge, threatened against the Co-op Special Servicer the
      outcome of which, in the Co-op Special Servicer's good faith and
      reasonable judgment, could reasonably be expected to prohibit the Co-op
      Special Servicer from entering into this Agreement or materially and
      adversely affect the ability of the Co-op Special Servicer to perform its
      obligations under this Agreement.

            (viii) The Co-op Special Servicer has errors and omissions insurance
      as required by Section 9.2.

            (ix) As of the Closing Date, the Co-op Special Servicer is not a
      party to any sub-servicing agreement providing for the performance of
      duties of the Co-op Special Servicer by any Sub-Servicer with respect to
      any Co-op Mortgage Loans or related REO Properties.

            (c) It is understood that the representations and warranties set
forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

            (d) Any cause of action against the applicable Special Servicer
arising out of the breach of any representations and warranties made in this
Section shall accrue upon the giving of written notice to such Special Servicer
by any of the Trustee, the applicable Master Servicer, the Paying Agent or the
Fiscal Agent. A Special Servicer shall give prompt notice to the Trustee, the
Paying Agent, the Fiscal Agent, the Depositor, the Operating Adviser and the
applicable Master Servicer of the occurrence, or the failure to occur, of any
event that, with notice, or the passage of time or both, would cause any
representation or warranty in this Section to be untrue or inaccurate in any
respect.

            Section 9.9 Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies

            (a) For all REO Property, the applicable Special Servicer shall use
reasonable efforts, consistent with the Servicing Standard, to maintain with a
Qualified Insurer a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount which is not less than the full
replacement cost of the improvements of such REO Property or in an amount not
less than the unpaid Principal Balance plus all unpaid interest and the
cumulative amount of Servicing Advances (plus Advance Interest) made with
respect to such Mortgage Loan, whichever is less, but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause. If the
improvements to the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), the applicable
Special Servicer shall maintain a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage equal to the lesser of the then outstanding
Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances
(plus Advance Interest) and the maximum insurance coverage required under such
current guidelines. It is understood and agreed that the applicable Special
Servicer has no obligation to obtain earthquake or other additional insurance on
REO Property, except as required by law and, nevertheless, at its sole 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
applicable Special Servicer shall use its reasonable efforts, consistent with
the Servicing Standard, to obtain a comprehensive general liability insurance
policy for all REO Properties. The applicable Special Servicer shall, to the
extent available at commercially reasonable rates (as determined by such Special
Servicer in accordance with the Servicing Standard) and to the extent consistent
with the Servicing Standard, use its reasonable efforts to maintain a Rent Loss
Policy covering revenues for a period of at least twelve months and a
comprehensive general liability policy with coverage comparable to prudent
lending requirements in an amount not less than $1,000,000 per occurrence. All
applicable policies required to be maintained by the applicable Special Servicer
pursuant to this Section 9.9(a) shall name the Trustee as loss payee. The costs
of such insurance shall be paid by the applicable Master Servicer as a Servicing
Advance pursuant to Section 4.2, subject to the provisions of Section 4.4
hereof.

            (b) Any amounts collected by the applicable Special Servicer under
any insurance policies maintained pursuant to this Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

            (c) Notwithstanding the above, the applicable Special Servicer shall
not be required in any event to maintain or obtain insurance coverage beyond
what is reasonably available at commercially reasonable rates consistent with
the Servicing Standard. The applicable Special Servicer shall notify the Trustee
of any such determination.

            The applicable Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
applicable Special Servicer shall have obtained and maintained a master force
placed or blanket insurance policy insuring against hazard losses on all of the
applicable REO Property serviced by it, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers consistent
with the Servicing Standard, and provided that such policy is issued by a
Qualified Insurer or (ii) if the applicable Special Servicer (or its corporate
parent) self-insures for its obligations, provided that the rating of such
Person's long-term debt is not less than "A" by S&P and Fitch. In the event that
the applicable Special Servicer shall cause any REO Property to be covered by
such a master force placed or blanket insurance policy, the incremental cost of
such insurance allocable to such REO Property (i.e., other than any minimum or
standby premium payable for such policy whether or not any REO Property is then
covered thereby), shall be paid by the applicable Special Servicer, at its
option, or by the applicable Master Servicer, as a Servicing Advance, subject to
the provisions of Section 4.4 hereof. If such policy contains a deductible
clause, the applicable Special Servicer shall, if there shall not have been
maintained on the related REO Property a policy complying with this Section 9.9
and there shall have been a loss that would have been covered by such policy,
deposit in the applicable Certificate Account the amount not otherwise payable
under such master force placed or blanket insurance policy because of such
deductible clause to the extent that such deductible exceeds (i) the deductible
under the related Mortgage Loan or (ii) if there is no deductible limitation
required under the Mortgage Loan, the deductible amount with respect to
insurance policies generally available on properties similar to the related REO
Property which is consistent with the Servicing Standard, and deliver to the
Trustee an Officer's Certificate describing the calculation of such amount. In
connection with its activities as administrator and servicer of the REO
Properties, the applicable Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.

            Section 9.10 Presentment of Claims and Collection of Proceeds

            The applicable Special Servicer will prepare and present or cause to
be prepared and presented on behalf of the Trustee all claims under the
Insurance Policies with respect to REO Property, and take such actions
(including the negotiation, settlement, compromise or enforcement of the
insured's claim) as shall be necessary to recover under such policies. Any
proceeds disbursed to the applicable Special Servicer in respect of such
policies shall be promptly remitted to the applicable Certificate Account, upon
receipt, except for any amounts realized that are to be applied to the repair or
restoration of the applicable REO Property in accordance with the Servicing
Standard. Any extraordinary expenses (but not ordinary and routine or
anticipated expenses) incurred by the applicable Special Servicer in fulfilling
its obligations under this Section 9.10 shall be paid by the Trust.

            Section 9.11 Compensation to the Special Servicer

            (a) As compensation for its activities hereunder, the Special
Servicers shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the applicable Special Servicer from the related Mortgagor shall be transferred
by the applicable Special Servicer to the applicable Master Servicer within one
Business Day of receipt thereof, and deposited by such Master Servicer in the
Certificate Account. The applicable Special Servicer shall be entitled to
receive a Liquidation Fee from the proceeds received in connection with a full
or partial liquidation (net of related costs and expenses of such liquidation)
of a Specially Serviced Mortgage Loan or REO Property (whether arising pursuant
to a sale, condemnation, casualty or otherwise). With respect to each REO
Mortgage Loan that is a successor to a Mortgage Loan secured by two or more
Mortgaged Properties, the reference to "REO Property" in the preceding sentence
shall be construed on a property-by-property basis to refer separately to the
acquired real property that is a successor to each of such Mortgaged Properties,
thereby entitling the applicable Special Servicer to a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of, and
Condemnation Proceeds or Insurance Proceeds received in connection with, each
such acquired property as the Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds related to that property are received.

            (b) The applicable Special Servicer shall be entitled to cause the
applicable Master Servicer to withdraw from the applicable Certificate Account,
the Special Servicer Compensation in respect of each Mortgage Loan, in the time
and manner set forth in Section 5.2 of this Agreement. The applicable Special
Servicer shall be required to pay all expenses incurred by it in connection with
its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

            (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (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 applicable
Special Servicer, to the extent not required to be deposited in the applicable
Certificate Account pursuant to the terms of this Agreement. The applicable
Special Servicer shall also be permitted to receive 50% of any assumption fees
collected with respect to Mortgage Loans which are not Specially Serviced
Mortgage Loans (but only if, with respect to the Mortgage Loans sold to the
Trust by UCMFI, the Special Servicer's consent was required in connection
therewith), as provided in Sections 8.7(a) and 8.7(d), and, to the extent
deposited into a Certificate Account, 100% of all assumption fees relating to
Specially Serviced Mortgage Loans and, to the extent provided in Section 9.5(a),
Late Fees, Modification Fees and other fees collected on Specially Serviced
Mortgage Loans, in each case to the extent provided for herein from funds paid
by the applicable Mortgagor. To the extent any component of applicable Special
Servicer Compensation is in respect of amounts usually and customarily paid by
Mortgagors, such Special Servicer shall use reasonable good faith efforts to
collect such amounts from the related Mortgagor, and to the extent so collected,
in full or in part, such Special Servicer shall not be entitled to compensation
for the portion so collected therefor hereunder out of the Trust.

            Section 9.12 Realization Upon Defaulted Mortgage Loans

            (a) The applicable Special Servicer, in accordance with the
Servicing Standard and subject to Sections 9.4(a), 9.36 and 9.39, shall use its
reasonable efforts to foreclose upon, repossess or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Specially Serviced
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments of
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this
Agreement or the modification of such Mortgage Loan in accordance with this
Agreement. In connection with such foreclosure or other conversion of ownership,
the applicable Special Servicer shall follow the Servicing Standard.

            (b) The applicable Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

            (i) such personal property is incidental to real property (within
      the meaning of Section 856(e)(1) of the Code) so acquired by the
      applicable Special Servicer; or

            (ii) the applicable Special Servicer shall have received a
      Nondisqualification Opinion (the cost of which shall be reimbursed by the
      Trust) to the effect that the holding of such personal property by any
      REMIC Pool will not cause the imposition of a tax on such REMIC Pool under
      the Code or cause such REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding anything to the contrary in this Agreement, the
applicable Special Servicer shall not, on behalf of the Trust, obtain title to a
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, and
shall not otherwise acquire possession of, or take any other action with respect
to, any Mortgaged Property, if, as a result of any such action the Trust would
be considered to hold title to, to be a "mortgagee-in-possession" of, or to be
an "owner" or "operator" of such Mortgaged Property within the meaning of
CERCLA, or any applicable comparable federal, state or local law, or a
"discharger" or "responsible party" thereunder, unless such Special Servicer has
also previously determined in accordance with the Servicing Standard, based on a
Phase I Environmental Report prepared by a Person (who may be an employee or
Affiliate of the applicable Master Servicer or such Special Servicer) who
regularly conducts environmental site assessments in accordance with the
standards of FNMA in the case of multi-family mortgage loans and customary
servicing practices in the case of commercial loans for environmental
assessments, which report shall be delivered to the Trustee, that:

            (i) such Mortgaged Property is in compliance with applicable
      Environmental Laws or, if not, after consultation with an environmental
      expert that taking such actions as are necessary to bring the Mortgaged
      Property in compliance therewith is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions;

            (ii) taking such actions as are necessary to bring the Mortgaged
      Property in compliance with applicable Environmental Laws is reasonably
      likely to produce a greater recovery on a net present value basis than
      pursuing a claim under the Environmental Insurance Policy; and

            (iii) there are no circumstances or conditions present or threatened
      at such Mortgaged Property relating to the use, management, disposal or
      release of any hazardous substances, hazardous materials, hazardous
      wastes, or petroleum-based materials for which investigation, testing,
      monitoring, removal, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that, if any such materials
      are present for which such action could be required, after consultation
      with an environmental expert taking such actions with respect to the
      affected Mortgaged Property is reasonably likely to produce a greater
      recovery on a net present value basis than not taking such actions (after
      taking into account the projected costs of such actions); provided,
      however, that such compliance pursuant to clause (i) and (ii) above or the
      taking of such action pursuant to this clause (iii) shall only be required
      to the extent that the cost thereof is a Servicing Advance of the
      applicable Master Servicer pursuant to this Agreement, subject to the
      provisions of Section 4.4 hereof.

            (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the applicable Master Servicer shall treat such cost as a Servicing
Advance subject to the provisions of Section 4.4 hereof; provided that, in the
latter event, the applicable Special Servicer shall use its good faith
reasonable business efforts to recover such cost from the Mortgagor.

            (e) If the applicable Special Servicer determines, pursuant to
Section 9.12(c), that taking such actions as are necessary to bring any
Mortgaged Property into compliance with applicable Environmental Laws, or taking
such actions with respect to the containment, removal, clean-up or remediation
of hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials affecting any such Mortgaged Property, is not
reasonably likely to produce a greater recovery on a net present value basis
than not taking such actions (after taking into account the projected costs of
such actions) or than not pursuing a claim under the Environmental Insurance
Policy, then such Special Servicer shall take such action as it deems to be in
the best economic interest of the Trust, including, without limitation,
releasing the lien of the related Mortgage. If the applicable Special Servicer
determines that a material possibility exists that Liquidation Expenses with
respect to Mortgaged Property (taking into account the cost of bringing it into
compliance with applicable Environmental Laws) would exceed the Principal
Balance of the related Mortgage Loan, such Special Servicer shall not attempt to
bring such Mortgaged Property into compliance and shall not acquire title to
such Mortgaged Property unless it has received the written consent of the
Trustee to such action.

            Notwithstanding any provision of this Agreement to the contrary, the
applicable Special Servicer shall not foreclose on any Mortgaged Property in
anticipation of pursuing a claim under the related Environmental Insurance
Policy, unless the applicable Special Servicer shall have first reviewed such
Environmental Insurance Policy.

            (f) The applicable Special Servicer shall have the right to
determine, in accordance with the Servicing Standard, the advisability of
maintaining any action with respect to any Specially Serviced Mortgage Loan,
including, without limitation, any action to obtain a deficiency judgment with
respect to any Specially Serviced Mortgage Loan.

            Section 9.13 Foreclosure

            In the event that the Trust obtains, through foreclosure on a
Mortgage or otherwise, the right to receive title to a Mortgaged Property, the
applicable Special Servicer, as its agent, shall direct the appropriate party to
deliver title to the REO Property to the Trustee or its nominee.

            The applicable Special Servicer may consult with counsel to
determine when an Acquisition Date shall be deemed to occur under the REMIC
Provisions with respect to the Mortgaged Property, the expense of such
consultation being treated as a Servicing Advance related to the foreclosure,
subject to the provisions of Section 4.4 hereof. The applicable Special
Servicer, on behalf of the Trust, shall sell the REO Property expeditiously, but
in any event within the time period, and subject to the conditions, set forth in
Section 9.15. Subject to Section 9.15, the applicable Special Servicer shall
manage, conserve, protect and operate the REO Property for the holders of
beneficial interests in the Trust solely for the purpose of its prompt
disposition and sale.

            Section 9.14 Operation of REO Property

            (a) Each Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders in the name of "LaSalle Bank National
Association, as Trustee for the Holders of Morgan Stanley Capital I Inc.
Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through
Certificates Series 2005-IQ9" (each, an "REO Account"), which shall be an
Eligible Account. Amounts in any REO Account shall be invested in Eligible
Investments. The Special Servicers shall deposit all funds received with respect
to an REO Property in the applicable REO Accounts within two days of receipt.
The Special Servicers shall account separately for funds received or expended
with respect to each REO Property. All funds in each REO Account may be invested
only in Eligible Investments. The Special Servicers shall notify the Trustee and
the applicable Master Servicer in writing of the location and account number of
each REO Account and shall notify the Trustee prior to any subsequent change
thereof.

            (b) On or before 2:00 p.m. on each Special Servicer Remittance Date,
the applicable Special Servicer shall withdraw from the applicable REO Account
and remit to the Master Servicer for deposit in the applicable Certificate
Account, the REO Income received or collected during the Collection Period
immediately preceding such Special Servicer Remittance Date on or with respect
to the related REO Properties; provided, however, that (i) the applicable
Special Servicer may retain in such REO Account such portion of such proceeds
and collections as may be necessary to maintain in such REO Account sufficient
funds for the proper operation, management and maintenance of the related REO
Property, including, without limitation, the creation of reasonable reserves for
repairs, replacements, and necessary capital improvements and other related
expenses. The applicable Special Servicer shall notify the applicable Master
Servicer of all such remittances (and the REO Properties to which the
remittances relate) made into the applicable Certificate Account and (ii) the
applicable Special Servicer shall be entitled to withdraw from the REO Account
and pay itself as additional special servicing compensation any interest or net
reinvestment income earned on funds deposited in the applicable REO Account. The
amount of any losses incurred in respect of any such investments shall be for
the account of the applicable Special Servicer which shall deposit the amount of
such loss (to the extent not offset by income from other investments) in the
applicable REO Account, out of its own funds immediately as realized. If the
applicable Special Servicer deposits in any REO Account any amount not required
to be deposited therein, it may at any time withdraw such amount from such REO
Account, any provision herein to the contrary notwithstanding.

            (c) If the Trust acquires the Mortgaged Property, the applicable
Special Servicer shall have full power and authority, in consultation with the
Operating Adviser, and subject to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the applicable Special Servicer deems to be in the best interest
of the Trust, and, consistent therewith, may advance from its own funds to pay
for the following items (which amounts shall be reimbursed by the applicable
Master Servicer or the Trust subject to Sections 4.4 in accordance with Section
4.6(d)), to the extent such amounts cannot be paid from REO Income:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that could result or have resulted in the imposition of a lien
      thereon; and

            (iii) all costs and expenses necessary to maintain, operate, lease
      and sell such REO Property (other than capital expenditures).

            (d) The applicable Special Servicer may, and to the extent necessary
to (i) preserve the status of the REO Property as "foreclosure property" under
the REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

            (i) the terms and conditions of any such contract shall not be
      inconsistent herewith;

            (ii) the terms of such contract shall be consistent with the
      provisions of Section 856 of the Code and Treasury Regulations Section
      1.856-4(b)(5);

            (iii) only to the extent consistent with (ii) above, any such
      contract shall require, or shall be administered to require, that the
      Independent Contractor (A) pay all costs and expenses incurred in
      connection with the operation and management of such Mortgaged Property
      underlying the REO Property and (B) deposit on a daily basis all amounts
      payable to the Trust in accordance with the contract between the Trust and
      the Independent Contractor in an Eligible Account;

            (iv) none of the provisions of this Section 9.14 relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the applicable Special Servicer of any of its
      duties and obligations to the Trustee with respect to the operation and
      management of any such REO Property;

            (v) if the Independent Contractor is an Affiliate of the applicable
      Special Servicer, the consent of the Operating Adviser and a
      Nondisqualification Opinion must be obtained; and

            (vi) the applicable Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties and
      obligations in connection with the operation and management of such REO
      Property.

            (e) The applicable Special Servicer shall be entitled to enter into
any agreement with any Independent Contractor performing services for the Trust
pursuant to this subsection (d) for indemnification of such Special Servicer by
such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. All fees of the Independent Contractor
(other than fees paid for performing services within the ordinary duties of a
Special Servicer which shall be paid by such Special Servicer) shall be paid
from the income derived from the REO Property. To the extent that the income
from the REO Property is insufficient, such fees shall be advanced by the
applicable Master Servicer as a Servicing Advance, subject to the provisions of
Section 4.4 and Section 4.6(d) hereof.

            (f) Notwithstanding any other provision of this Agreement, the
Special Servicers shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the applicable Special Servicer have
received an Opinion of Counsel (at the Trust's sole expense) to the effect that,
under the REMIC Provisions and any relevant proposed legislation, any income
generated for REMIC I by the REO Property would not result in the imposition of
a tax upon REMIC I or (ii) in accordance with the Servicing Standard, the
applicable Special Servicer determines the income or earnings with respect to
such REO Property will offset any tax under the REMIC Provisions relating to
such income or earnings and will maximize the net recovery from the REO Property
to the Certificateholders. The applicable Special Servicer shall notify the
Trustee, the Paying Agent and the applicable Master Servicer of any election by
it to incur such tax, and such Special Servicer (i) shall hold in escrow in an
Eligible Account an amount equal to the tax payable thereby from revenues
collected from the related REO Property, (ii) provide the Paying Agent with all
information for the Paying Agent to file the necessary tax returns in connection
therewith and (iii) upon request from the Paying Agent, pay from such account to
the Paying Agent the amount of the applicable tax. The Paying Agent shall file
the applicable tax returns based on the information supplied by the applicable
Special Servicer and pay the applicable tax from the amounts collected by such
Special Servicer.

            Subject to, and without limiting the generality of the foregoing,
the applicable Special Servicer, on behalf of the Trust, shall not:

            (i) permit the Trust to enter into, renew or extend any New Lease
      with respect to the REO Property, if the New Lease by its terms will give
      rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on the REO Property,
      other than the completion of a building or other improvement thereon, and
      then only if more than ten percent of the construction of such building or
      other improvement was completed before default on the Mortgage Loan became
      imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, other than through an Independent Contractor,
      or allow any other Person to Directly Operate, other than through an
      Independent Contractor, the REO Property on any date more than 90 days
      after the Acquisition Date; unless, in any such case, the applicable
      Special Servicer has requested and received an Opinion of Counsel at the
      Trust's sole expense to the effect that such action will not cause such
      REO Property to fail to qualify as "foreclosure property" within the
      meaning of Section 860G(a)(8) of the Code (without giving effect to the
      final sentence thereof) at any time that it is held by the applicable
      REMIC Pool, in which case the applicable Special Servicer may take such
      actions as are specified in such Opinion of Counsel.

            Section 9.15 Sale of REO Property

            (a) In the event that title to any REO Property is acquired by the
Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The applicable Special Servicer, after notice to the Operating
Adviser, shall sell any REO Property as soon as practicable consistent with the
objective of maximizing proceeds for all Certificateholders, but in no event
later than the end of the third calendar year following the end of the year of
its acquisition, and in any event prior to the Final Rated Distribution Date,
unless (i) the Trustee, on behalf of the applicable REMIC Pool, has been granted
an extension of time (an "Extension") (which extension shall be applied for at
least 60 days prior to the expiration of the period specified above) by the
Internal Revenue Service to sell such REO Property (a copy of which shall be
delivered to the Paying Agent upon request), in which case the applicable
Special Servicer shall continue to attempt to sell the REO Property for its fair
market value for such period longer than the period specified above as such
Extension permits or (ii) the applicable Special Servicer seeks and subsequently
receives, at the expense of the Trust, a Nondisqualification Opinion, addressed
to the Trustee and such Special Servicer, to the effect that the holding by the
Trust of such REO Property subsequent to the period specified above after its
acquisition will not result in the imposition of taxes on "prohibited
transactions" of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause
the related REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Trustee has not received an Extension or
such Opinion of Counsel and the applicable Special Servicer is not able to sell
such REO Property within the period specified above, or if an Extension has been
granted and the applicable Special Servicer is unable to sell such REO Property
within the extended time period, the applicable Special Servicer shall, after
consultation with the Operating Adviser, before the end of such period or
extended period, as the case may be, auction the REO Property to the highest
bidder (which may be the applicable Special Servicer) in accordance with the
Servicing Standard; provided, however, that if an Interested Person intends to
bid on the REO Property, (i) the applicable Special Servicer (or, if such
Interested Person is the applicable Special Servicer or an Affiliate of the
applicable Special Servicer, the Trustee) shall promptly obtain, at the expense
of the Trust, an Appraisal of such REO Property (or internal valuation in
accordance with the procedures specified in Section 6.9) and (ii) the Interested
Person shall not bid less than the fair market value set forth in such
Appraisal. The Depositor may not purchase REO Property at a price in excess of
the fair market value thereof.

            Notwithstanding the foregoing, no Interested Person shall be
permitted to purchase the REO Property at a price less than an amount equal to
the fair value of the REO Property, as determined by the applicable Special
Servicer (or, if such Interested Person is the applicable Special Servicer or an
Affiliate of the applicable Special Servicer, the Trustee). Prior to the
applicable Special Servicer's or Trustee's, as applicable, determination of fair
value referred to above, the fair value of an REO Property shall be deemed to be
an amount equal to the Purchase Price. The applicable Special Servicer or
Trustee, as applicable, shall determine the fair value of an REO Property as
soon as reasonably practical after receipt of notice of an Interested Party's
desire to purchase such REO Property, and such Special Servicer or Trustee, as
applicable, shall promptly notify such Interested Party (and the Trustee, if
applicable) of the fair value. The applicable Special Servicer or Trustee, as
applicable, is required to recalculate the fair value of the REO Property if
there has been a material change in circumstances or the applicable Special
Servicer or Trustee, as applicable, has received new information (including the
receipt of a third party bid to purchase the REO Property), either of which has
a material effect on the fair value, provided that such Special Servicer or
Trustee, as applicable, shall be required to recalculate the fair value of the
REO Property if the time between the date of last determination of the fair
value of the REO Property and the date of the purchase of the REO Property by
such Interested Party has exceeded 60 days. Upon any recalculation, the
applicable Special Servicer or Trustee, as applicable, shall be required to
promptly notify in writing such Interested Party (and the Trustee, if
applicable) of the revised fair value. In determining fair value, the applicable
Special Servicer or Trustee, as applicable, shall take into account, among other
factors, the results of any appraisal or updated appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; the physical condition of the REO Property; the
state of the local economy; any other bids received with respect to the REO
Property; and the Trust's obligation to dispose of any REO Property as soon as
practicable consistent with the objective of maximizing proceeds for all
Certificateholders, but in no event later than the three-year period (or such
extended period) specified in this Section 9.15. In performing its obligations
under this Section 9.15(a), each Special Servicer or the Trustee, as applicable,
may, at the expense of the party desiring to purchase the REO Property, engage
an appraiser or other expert in real estate matters to determine the fair value
of an REO Property and may rely conclusively upon such Person's determination,
which determination shall take into account the factors set forth in the
preceding sentence.

            (b) Within 30 days of the sale of the REO Property, the applicable
Special Servicer shall provide to the Trustee, the Paying Agent and the
applicable Master Servicer a statement of accounting for such REO Property,
including without limitation, (i) the Acquisition Date for the REO Property,
(ii) the date of disposition of the REO Property, (iii) the sale price and
related selling and other expenses, (iv) accrued interest (including interest
deemed to have accrued) on the Specially Serviced Mortgage Loan to which the REO
Property related, calculated from the Acquisition Date to the disposition date,
(v) final property operating statements, and (vi) such other information as the
Trustee or the Paying Agent may reasonably request in writing.

            (c) The Liquidation Proceeds from the final disposition of the REO
Property shall be deposited in the applicable Certificate Account within one
Business Day of receipt.

            Section 9.15 [Reserved]

            Section 9.16 Realization on Collateral Security

            In connection with the enforcement of the rights of the Trust to any
property securing any Specially Serviced Mortgage Loan other than the related
Mortgaged Property, the applicable Special Servicer shall consult with counsel
to determine how best to enforce such rights in a manner consistent with the
REMIC Provisions and shall not, based on a Nondisqualification Opinion addressed
to the applicable Special Servicer and the Trustee (the cost of which shall be
an expense of the Trust) take any action that could result in the failure of any
REMIC Pool to qualify as a REMIC while any Certificates are outstanding, unless
such action has been approved by a vote of 100% of each Class of
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders).

            Section 9.17 Reserved

            Section 9.18 Annual Officer's Certificate as to Compliance

            Each Special Servicer shall deliver to the Paying Agent on or before
noon (Eastern Time) on March 20 of each calendar year, commencing in March 2006,
an Officer's Certificate stating, as to the signer thereof, that (A) a review of
the servicing activities of such Special Servicer during the preceding calendar
year or portion thereof and of such performance of such Special Servicer under
this Agreement has been made under such officer's supervision and (B) to the
best of such officer's knowledge, based on such review, such Special Servicer
has fulfilled all its obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof; provided that the applicable Special Servicer shall
not be required to cause the delivery of such Officer's Certificate until April
15 in any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such Officer's Certificate to the Depositor, each Rating Agency, the Trustee
and, upon request, the Operating Adviser by April 7 of each calendar year or by
April 30 of each calendar year if the statement is not required to be delivered
prior to April 15. Such Special Servicer shall forward a copy of each such
statement to the Rating Agencies.

            Section 9.19 Annual Independent Accountants' Servicing Report

            On or before noon (Eastern Time) on March 20 of each calendar year,
beginning with March 2006, each Special Servicer at its expense shall cause a
nationally recognized firm of Independent public accountants (who may also
render other services to such Special Servicers, as applicable) to furnish to
the Paying Agent (in electronic format) a statement to the effect that (a) such
firm has examined certain documents and records relating to the servicing of the
Mortgage Loans under this Agreement or the servicing of mortgage loans similar
to the Mortgage Loans under substantially similar agreements for the preceding
calendar year and (b) the assertion by management of such Special Servicer, that
it maintained an effective internal control system over the servicing of such
mortgage loans is fairly stated in all material respects, based upon established
criteria, which statement meets the standards applicable to accountant's reports
intended for general distribution; provided that the applicable Special Servicer
shall not be required to cause the delivery of such statement until April 15 in
any given year so long as it has received written confirmation from the
Depositor that a Report on Form 10-K is not required to be filed in respect of
the Trust for the preceding calendar year. Each Special Servicer shall deliver
such statement to the Depositor, each Rating Agency, the Trustee and, upon
request, the Operating Adviser by April 7 of each calendar year or by April 30
of each calendar year if the statement is not required to be delivered prior to
April 15.

            Section 9.20 Merger or Consolidation

            Any Person into which a Special Servicer may be merged or
consolidated, or any Person resulting from any merger, conversion, other change
in form or consolidation to which such Special Servicer shall be a party, or any
Person succeeding to substantially all of the servicing business of such Special
Servicer, shall be the successor of such Special Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that each of the Rating Agencies provides a
Rating Agency Confirmation. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate such Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

            Section 9.21 Resignation of the Special Servicer

            (a) Except as otherwise provided in Section 9.20 or this Section
9.21, a Special Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that such Special Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of a Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the applicable
Master Servicer, the Operating Adviser and the Trustee. No such resignation
shall become effective until a successor servicer designated by the Operating
Adviser and the Trustee shall have (i) assumed such Special Servicer's
responsibilities and obligations under this Agreement and (ii) Rating Agency
Confirmation shall have been obtained. Notice of such resignation shall be given
promptly by the applicable Special Servicer to the applicable Master Servicer,
the Trustee and the Paying Agent.

            (b) A Special Servicer may resign from the obligations and duties
hereby imposed on it, upon 30 days notice to the Trustee and the Paying Agent,
provided that (i) a successor Special Servicer is (x) available, (y) reasonably
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)
willing to assume the obligations, responsibilities and covenants to be
performed hereunder by the applicable Special Servicer on substantially the same
terms and conditions, and for not more than equivalent compensation as that
herein provided, (ii) the successor Special Servicer has assets of at least
$15,000,000 and (iii) Rating Agency Confirmation is obtained with respect to
such resignation, as evidenced by a letter from each Rating Agency delivered to
the Trustee. Any costs of such resignation and of obtaining a replacement
Special Servicer shall be borne by the applicable Special Servicer and shall not
be an expense of the Trust.

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the applicable Special Servicer hereunder in form and
substance reasonably satisfactory to the Trustee.

            (d) Upon any resignation or termination of a Special Servicer, it
shall retain the right to receive any and all Work-Out Fees payable in respect
of (i) Mortgage Loans for which it acted as Special Servicer that became
Rehabilitated Mortgage Loans during the period that it acted as Special Servicer
and that were still Rehabilitated Mortgage Loans at the time of such resignation
or termination or (ii) any Specially Serviced Mortgage Loan for which such
Special Servicer has cured the event of default under such Specially Serviced
Mortgage Loan through a modification, restructuring or workout negotiated by
such Special Servicer and evidenced by a signed writing, but which had not as of
the time such Special Servicer was terminated, become a Rehabilitated Mortgage
Loan solely because it had not been a performing loan for 90 consecutive days
and which subsequently becomes a Rehabilitated Mortgage Loan as a result of the
loan being a performing loan for such 90 consecutive day period (and the
successor Special Servicer shall not be entitled to any portion of such Work-Out
Fees), in each case until such time (if any) as such Mortgage Loan again becomes
a Specially Serviced Mortgage Loan or are no longer included in the Trust or if
the related Mortgaged Property becomes an REO Property.

            Section 9.22 Assignment or Delegation of Duties by the Special
Servicers

            Each Special Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of such Special Servicer or Sub-Servicers
(as provided in Section 9.3) to perform and carry out any duties, covenants or
obligations to be performed and carried out by such Special Servicer hereunder
or (B) assign and delegate all of its duties hereunder to a single Person. In
the case of any such assignment and delegation in accordance with the
requirements of clause (A) of this Section, such Special Servicer shall not be
released from its obligations under this Agreement. In the case of any such
assignment and delegation in accordance with the requirements of clause (B) of
this Section, the applicable Special Servicer shall be released from its
obligations under this Agreement, except that such Special Servicer shall remain
liable for all liabilities and obligations incurred by it as such Special
Servicer hereunder prior to the satisfaction of the following conditions: (i)
such Special Servicer gives the Depositor, the applicable Master Servicer, the
Operating Adviser and the Trustee notice of such assignment and delegation; (ii)
such purchaser or transferee accepting such assignment and delegation executes
and delivers to the Depositor and the Trustee an agreement accepting such
assignment, which contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of such Special Servicer,
with like effect as if originally named as a party to this Agreement; (iii) the
purchaser or transferee has assets in excess of $15,000,000; (iv) such
assignment and delegation is the subject of a Rating Agency Confirmation; and
(v) the Depositor consents to such assignment and delegation, such consent not
be unreasonably withheld. Notwithstanding the above, a Special Servicer may
appoint Sub-Servicers in accordance with Section 9.3 hereof.

            Section 9.23 Limitation on Liability of the Special Servicers and
Others

            (a) Neither any Special Servicer nor any of the partners,
representatives, Affiliates, members, managers, directors, officers, employees
or agents of such Special Servicer shall be under any liability to the
Certificateholders or the Trustee for any action taken or for refraining from
the taking of any action in good faith and using reasonable business judgment,
consistent with the Servicing Standard; provided that this provision shall not
protect a Special Servicer or any such Person against any breach of a
representation or warranty contained herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder. The Special Servicers and any partner,
representative, Affiliate, member, manager, director, officer, employee or agent
of the Special Servicers may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person (including, without
limitation, the information and reports delivered by or at the direction of the
applicable Master Servicer or any partner, representative, Affiliate, member,
manager, director, officer, employee or agent of the applicable Master Servicer)
respecting any matters arising hereunder. A Special Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Specially Serviced Mortgage Loans in
accordance with this Agreement; provided that such Special Servicer may in its
sole discretion undertake any such action which it may reasonably deem necessary
or desirable in order to protect the interests of the Certificateholders and the
Trustee in the Specially Serviced Mortgage Loans. In such event, all legal
expenses and costs of such action (other than those that are connected with the
routine performance by a Special Servicer of its duties hereunder) shall be
expenses and costs of the Trust, and a Special Servicer shall be entitled to be
reimbursed therefor as provided by Section 5.2 hereof. Notwithstanding any term
in this Agreement, a Special Servicer shall not be relieved from the requirement
that it act in accordance with the Servicing Standard by virtue of taking any
action at the direction of the Operating Adviser and shall not be relieved from
liability otherwise imposed on the Special Servicers pursuant to Section 6.3 of
this Agreement.

            (b) In addition, a Special Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or
opinions furnished to such Special Servicer and conforming to the requirements
of this Agreement. Neither of the Special Servicers, nor any partner,
representative, Affiliate, member, manager, director, officer, employee or
agent, shall be personally liable for any error of judgment made in good faith
by any officer, unless it shall be proved that such Special Servicer or such
officer was negligent in ascertaining the pertinent facts. Neither the Special
Servicers, nor any partner, representative, Affiliate, member, manager,
director, officer, employee or agent, shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Agreement. A Special Servicer shall be entitled to rely on reports and
information supplied to it by the applicable Master Servicer and the related
Mortgagors and shall have no duty to investigate or confirm the accuracy of any
such report or information.

            (c) A Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the applicable Master Servicer, the Trustee or the Fiscal Agent in
this Agreement. The Trust shall indemnify and hold harmless such Special
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent such amounts are not recoverable from the
party committing such breach.

            (d) Except as otherwise specifically provided herein:

            (i) a Special Servicer may rely, and shall be protected in acting or
      refraining from acting upon, any resolution, officer's certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper or document (in paper or electronic format) believed or in good
      faith believed by it to be genuine and to have been signed or presented by
      the proper party or parties;

            (ii) a Special Servicer may consult with counsel, and any written
      advice or Opinion of Counsel shall be full and complete authorization and
      protection with respect to any action taken or suffered or omitted by it
      hereunder in good faith and in accordance with such advice or Opinion of
      Counsel;

            (iii) a Special Servicer shall not be personally liable for any
      action taken, suffered or omitted by it in good faith and believed by it
      to be authorized or within the discretion, rights or powers conferred upon
      it by this Agreement; and

            (iv) a Special Servicer, in preparing any reports hereunder, may
      rely, and shall be protected in acting or refraining from acting upon any
      information (financial or other), statement, certificate, document,
      agreement, covenant, notice, request or other paper (in paper or
      electronic format) reasonably believed or in good faith believed by it to
      be genuine.

            (e) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of such Special
Servicer shall be indemnified by the applicable Master Servicer, the Trustee,
the Paying Agent and the Fiscal Agent, as the case may be, and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal action or claim relating to the
applicable Master Servicer's, the Trustee's, the Paying Agent's or the Fiscal
Agent's, as the case may be, respective willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or by reason of
negligent disregard by such Person of its respective duties hereunder, other
than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of any of such Special Servicer's
duties hereunder or by reason of negligent disregard of such Special Servicer's
obligations and duties hereunder. Each Special Servicer shall promptly notify
the applicable Master Servicer, the Trustee, the Paying Agent and the Fiscal
Agent, if a claim is made by a third party entitling a Special Servicer to
indemnification hereunder, whereupon the applicable Master Servicer, the
Trustee, the Paying Agent or the Fiscal Agent, in each case, to the extent the
claim was made in connection with its willful misfeasance, bad faith or
negligence, shall assume the defense of any such claim (with counsel reasonably
satisfactory to such Special Servicer). Any failure to so notify the applicable
Master Servicer, the Trustee, the Paying Agent or the Fiscal Agent, shall not
affect any rights a Special Servicer may have to indemnification hereunder or
otherwise, unless the interest of the applicable Master Servicer, the Trustee,
the Paying Agent or the Fiscal Agent is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of a Special Servicer. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of such
Special Servicer hereunder. Any payment hereunder made by the applicable Master
Servicer, the Trustee, the Paying Agent or the Fiscal Agent, as the case may be,
pursuant to this paragraph to the applicable Special Servicer shall be paid from
the applicable Master Servicer's, the Trustee's, the Paying Agent's or the
Fiscal Agent's, as the case may be, own funds, without reimbursement from the
Trust therefor, except achieved through subrogation as provided in this
Agreement. Any expenses incurred or indemnification payments made by the
Trustee, the Paying Agent, the Fiscal Agent or the applicable Master Servicer
shall be reimbursed by the party so paid if a court of competent jurisdiction
makes a final judgment that the conduct of the Trustee, the Paying Agent, the
Fiscal Agent or the applicable Master Servicer, as the case may be, was not
culpable of willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or of negligent disregard of its respective
duties hereunder or the indemnified party is found to have acted with willful
misfeasance, bad faith or negligence.

            Section 9.24 Indemnification; Third-Party Claims

            (a) Each Special Servicer and any partner, representative,
Affiliate, member, manager, director, officer, employee or agent of each such
Special Servicer shall be indemnified by the Trust, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action or claim relating to (i) this
Agreement, any Mortgage Loan, any REO Property or the Certificates or any
exercise of any right under this Agreement, and (ii) any action taken by such
Special Servicer in accordance with the instruction delivered in writing to such
Special Servicer by the Trustee or the applicable Master Servicer pursuant to
any provision of this Agreement, and such Special Servicer and each of its
partners, representatives, Affiliates, members, managers, directors, officers,
employees or agents shall in each case be entitled to indemnification from the
Trust for any loss, liability or expense (including attorneys' fees) incurred in
connection with the provision by such Special Servicer of any information
included by such Special Servicer in the report required to be provided by such
Special Servicer pursuant to this Agreement, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder. The applicable Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to such
Special Servicer) and the Trust shall pay, from amounts on deposit in the
applicable Certificate Account pursuant to Section 5.2, all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of such Special
Servicer. Any expenses incurred or indemnification payments made by the Trust
shall be reimbursed by such Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that such Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

            (b) Each Special Servicer agrees to indemnify the Trust, and the
Trustee, the Fiscal Agent, the Depositor, the applicable Master Servicer, the
Paying Agent and any partner, representative, Affiliate, member, manager,
director, officer, employee, agent or Controlling Person of the Trustee, the
Fiscal Agent, the Depositor and the applicable Master Servicer, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the applicable Master Servicer may sustain arising from or as a
result of the willful misfeasance, bad faith or negligence in the performance of
such Special Servicer's duties hereunder or by reason of negligent disregard of
such Special Servicer's obligations and duties hereunder by such Special
Servicer. The Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the
applicable Master Servicer shall immediately notify such Special Servicer if a
claim is made by a third party with respect to this Agreement or the Specially
Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor, the
Fiscal Agent, the Paying Agent or the applicable Master Servicer, as the case
may be, to indemnification hereunder, whereupon such Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the applicable
Master Servicer, as the case may be) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify such Special Servicer shall not affect any
rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the Paying
Agent or the applicable Master Servicer may have to indemnification under this
Agreement or otherwise, unless Special Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of such
Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent. Any
expenses incurred or indemnification payments made by such Special Servicer
shall be reimbursed by the party so paid, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of such Special Servicer
was not culpable of willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or of negligent disregard of its
respective duties hereunder or the indemnified party is found to have acted with
willful misfeasance, bad faith or negligence.

            (c) The initial applicable Special Servicer and the Depositor
expressly agree that the only information furnished by or on behalf of the
applicable Special Servicer for inclusion in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement is the information set forth in
the paragraph under the caption "SERVICING OF THE MORTGAGE LOANS--The Master
Servicers and Special Servicers--Special Servicer" of the Preliminary Prospectus
Supplement and Final Prospectus Supplement.

            Section 9.25 Reserved

            Section 9.26 Special Servicers May Own Certificates

            A Special Servicer or any agent of such Special Servicer in its
individual capacity or in any other capacity may become the owner or pledgee of
Certificates with the same rights as it would have if they were not a Special
Servicer or such agent. Any such interest of a Special Servicer or such agent in
the Certificates shall not be taken into account when evaluating whether actions
of such Special Servicer are consistent with its obligations in accordance with
the Servicing Standard regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by such Special Servicer.

            Section 9.27 Tax Reporting

            The Special Servicers shall provide the necessary information to the
Master Servicers to allow the Master Servicers to comply with the Mortgagor tax
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code
with respect to any Specially Serviced Mortgage Loan. The Special Servicers
shall provide to the Master Servicers copies of any such reports. The Master
Servicers shall forward such reports to the Trustee and the Paying Agent.

            Section 9.28 Application of Funds Received

            It is anticipated that the Master Servicers will be collecting all
payments with respect to the Mortgage Loans (other than payments with respect to
REO Income). If, however, a Special Servicer should receive any payments with
respect to any Mortgage Loan (other than REO Income), it shall, within two
Business Days of receipt from the Mortgagor or otherwise of any amounts
attributable to payments with respect to or the sale of any Mortgage Loan or any
Specially Serviced Mortgage Loan, if any (but not including REO Income, which
shall be deposited in the applicable REO Account as provided in Section 9.14
hereof), forward such payment (endorsed, if applicable, to the order of the
applicable Master Servicer) to the applicable Master Servicer. Such Special
Servicer shall notify the applicable Master Servicer of each such amount
received on or before the date required for the making of such deposit or
transfer, as the case may be, indicating the Mortgage Loan or Specially Serviced
Mortgage Loan to which the amount is to be applied and the type of payment made
by or on behalf of the related Mortgagor.

            Section 9.29 Compliance with REMIC Provisions

            The Special Servicers shall act in accordance with this Agreement
and the provisions of the Code relating to REMICs in order to create or maintain
the status of any REMIC Pool as a REMIC under the Code or, as appropriate,
cooperate with the Trustee to adopt a plan of complete liquidation. The Special
Servicers shall not take any action or cause any REMIC Pool to take any action
that would (i) endanger the status of any REMIC Pool as a REMIC or the status of
the Class EI Grantor Trust as a grantor trust or (ii) subject to Section
9.14(e), result in the imposition of a tax upon any REMIC Pool (including, but
not limited to, the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code or on prohibited contributions pursuant to Section
860G(d) of the Code) 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 Servicers shall comply with
the provisions of Article XII hereof.

            Section 9.30 Termination

            (a) The obligations and responsibilities of the Special Servicers
created hereby (other than the obligation of such Special Servicers to make
payments to the applicable Master Servicer as set forth in Section 9.28 and the
obligations of such Special Servicers pursuant to Sections 9.8 and 9.24 hereof)
shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to Special Servicers that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of a Special Servicer effected pursuant to and in accordance with
Section 9.21 or delegation of such Special Servicer's duties pursuant to clause
B of Section 9.22 (but only to the extent specifically set forth in Section
9.22).

            (b) The Trustee may terminate a Special Servicer in the event that
(i) the Special Servicer has failed to remit any amount required to be remitted
to the Trustee, the applicable Master Servicer, the Fiscal Agent, the Paying
Agent or the Depositor within one Business Day following the date such amount
was required to have been remitted under the terms of this Agreement, (ii) such
Special Servicer has failed to deposit into any account any amount required to
be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) such Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of such Special Servicer set forth in this Agreement,
and such Special Servicer has failed to remedy such failure within thirty (30)
days after written notice of such failure, requiring the same to be remedied,
shall have been given to such Special Servicer by the Depositor or the Trustee,
provided, however, that if such Special Servicer certifies to the Trustee and
the Depositor that such Special Servicer is in good faith attempting to remedy
such failure, and the Certificateholders would not be affected thereby, such
cure period will be extended to the extent necessary to permit such Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (iv) such Special Servicer has made one or more false or
misleading representations or warranties herein that materially and adversely
affects the interest of any Class of Certificates and has failed to cure such
breach within thirty (30) days after notice of such breach, requiring the same
to be remedied, shall have been given to such Special Servicer by the Depositor
or the Trustee, provided, however, that if such Special Servicer certifies to
the Trustee and the Depositor that such Special Servicer is in good faith
attempting to remedy such failure, such cure period may be extended to the
extent necessary to permit such Special Servicer to cure such failure; provided,
however, that such cure period may not exceed 90 days; (v) a decree or order of
a court or agency or supervisory authority having jurisdiction in the premises
in an involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against such Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (vi) such
Special Servicer shall consent to the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings relating to such Special Servicer or of or relating to all or
substantially all of its property; (vii) such Special Servicer thereof shall
admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations, or take any corporate action in
furtherance of the foregoing; (viii) the Trustee receives written notice from
Fitch that the continuation of the Special Servicer in such capacity would
result in the downgrade, qualification or withdrawal of the then current rating
then assigned by Fitch to any class of certificates or (ix) such 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. Such termination shall be effective on
the date after the date of any of the above events that the Trustee specifies in
a written notice to such Special Servicer specifying the reason for such
termination. The Operating Adviser shall have the right to appoint a successor
if the Trustee terminates the Special Servicer.

            (c) The Operating Adviser shall have the right to direct the Trustee
to terminate a Special Servicer, provided that the Operating Adviser shall
appoint a successor Special Servicer who will (i) be reasonably satisfactory to
the Trustee and to the Depositor, and (ii) execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby
the successor Special Servicer agrees to assume and perform punctually the
duties of such terminated Special Servicer specified in this Agreement; and
provided, further, that the Trustee shall have received Rating Agency
Confirmation from each Rating Agency prior to the termination of such Special
Servicer. A Special Servicer shall not be terminated pursuant to this subsection
(c) until a successor Special Servicer shall have been appointed. The Operating
Adviser shall pay any costs and expenses incurred by the Trust in connection
with the removal and appointment of a Special Servicer (unless such removal is
based on any of the events or circumstances set forth in Section 9.30(b)). The
Special Servicer being terminated shall execute and deliver such document
acknowledging its termination as may be reasonably required by any Rating
Agency.

            Section 9.31 Procedure Upon Termination

            (a) Notice of any termination pursuant to clause (i)(B) of Section
9.30(a), specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the applicable Special Servicer to the
Trustee and the Paying Agent no later than the later of (i) five Business Days
after the liquidation of the last REO Property or (ii) the sixth day of the
month in which the final Distribution Date will occur. Upon any such
termination, the rights and duties of the applicable Special Servicer (other
than the rights and duties of the applicable Special Servicer pursuant to
Sections 9.8, 9.21, 9.23 and 9.24 hereof) shall terminate and the applicable
Special Servicer shall transfer to the applicable Master Servicer the amounts
remaining in each REO Account and shall thereafter terminate each REO Account
and any other account or fund maintained with respect to the Specially Serviced
Mortgage Loans.

            (b) On the date specified in a written notice of termination given
to a Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority,
power and rights of such Special Servicer under this Agreement, whether with
respect to the Specially Serviced Mortgage Loans or otherwise, shall terminate;
provided that in no event shall the termination of such Special Servicer be
effective until the Trustee or other successor Special Servicer shall have
succeeded such Special Servicer as successor Special Servicer, notified such
Special Servicer of such designation, and such successor Special Servicer shall
have assumed such Special Servicer's obligations and responsibilities, as set
forth in an agreement substantially in the form hereof, with respect to the
Specially Serviced Mortgage Loans. The Trustee or other successor Special
Servicer may not succeed such Special Servicer as Special Servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of a Special Servicer pursuant to Section 9.20 hereof. The
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicers, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
Each Special Servicer agrees to cooperate with the Trustee and the Fiscal Agent
in effecting the termination of a Special Servicer's responsibilities and rights
hereunder as Special Servicer including, without limitation, providing the
Trustee all documents and records in electronic or other form reasonably
requested by it to enable the successor Special Servicer designated by the
Trustee to assume such Special Servicer's functions hereunder and to effect the
transfer to such successor for administration by it of all amounts which shall
at the time be or should have been deposited by the applicable Special Servicer
in the applicable REO Account and any other account or fund maintained or
thereafter received with respect to the Specially Serviced Mortgage Loans.

            Section 9.32 Certain Special Servicer Reports

            (a) The Special Servicers, for each Specially Serviced Mortgage
Loan, shall provide to the applicable Master Servicer by 2:00 p.m. (New York
time) on the date that is one Business Day after the Determination Date for each
month, the CMSA Special Servicer Loan File in such electronic format as is
mutually acceptable to each applicable Master Servicer and each applicable
Special Servicer and in CMSA format. The applicable Master Servicer may use such
reports or information contained therein to prepare its reports and such Master
Servicer may, at its option, forward such reports directly to the Depositor and
the Rating Agencies.

            (b) The Special Servicers shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Operating Adviser, the Paying Agent and the applicable Master
Servicer no later than the tenth Business Day following such Final Recovery
Determination.

            (c) The Special Servicers shall provide to the applicable Master
Servicer or the Paying Agent at the reasonable request in writing of such Master
Servicer or the Paying Agent, any information in its possession with respect to
the Specially Serviced Mortgage Loans which the applicable Master Servicer or
Paying Agent, as the case may be, shall require in order for the applicable
Master Servicer or the Paying Agent to comply with its obligations under this
Agreement; provided that the applicable Special Servicer shall not be required
to take any action or provide any information that the applicable Special
Servicer determines will result in any material cost or expense to which it is
not entitled to reimbursement hereunder or will result in any material liability
for which it is not indemnified hereunder. The applicable Master Servicer shall
provide the applicable Special Servicer at the reasonable request of the
applicable Special Servicer any information in its possession with respect to
the Mortgage Loans which such Special Servicer shall require in order for such
Special Servicer to comply with its obligations under this Agreement.

            (d) Not later than 20 days after each Special Servicer Remittance
Date, the applicable Special Servicer shall forward to the applicable Master
Servicer a statement setting forth the status of each REO Account as of the
close of business on such Special Servicer Remittance Date, stating that all
remittances required to be made by it as required by this Agreement to be made
by such Special Servicer have been made (or, if any required distribution has
not been made by such Special Servicer, specifying the nature and status
thereof) and showing, for the period from the day following the preceding
Special Servicer Remittance Date to such Special Servicer Remittance Date, the
aggregate of deposits into and withdrawals from each REO Account for each
category of deposit specified in Section 5.1 of this Agreement and each category
of withdrawal specified in Section 5.2 of this Agreement.

            (e) With respect to Specially Serviced Mortgage Loans, the Special
Servicers shall use reasonable efforts to obtain and, to the extent obtained, to
deliver electronically to the Master Servicers (subject to Section 8.14 herein),
the Paying Agent, the Rating Agencies and the Operating Adviser, on or before
April 15 of each year, commencing with April 15, 2005, (i) copies of the prior
year operating statements and, except with respect to the Co-op Loans, quarterly
statements, if available, for each Mortgaged Property underlying a Specially
Serviced Mortgage Loan or REO Property as of its fiscal year end, provided that
either the related Mortgage Note or Mortgage requires the Mortgagor to provide
such information, or if the related Mortgage Loan has become an REO Property,
(ii) a copy of the most recent rent roll with respect to Mortgage Loans other
than Co-op Mortgage Loans, available for each Mortgaged Property, and (iii) a
table, setting forth the Debt Service Coverage Ratio and occupancy with respect
to each Mortgaged Property covered by the operating statements delivered above.

            (f) The Special Servicers shall deliver to the applicable Master
Servicers, the Depositor, the Paying Agent and the Trustee all such other
information with respect to the Specially Serviced Mortgage Loans at such times
and to such extent as the applicable Master Servicers, the Trustee, the Paying
Agent or the Depositor may from time to time reasonably request; provided,
however, that the applicable Special Servicer shall not be required to produce
any ad hoc non-standard written reports with respect to such Mortgage Loans
except if any Person (other than the Paying Agent or the Trustee) requesting
such report pays a reasonable fee to be determined by the applicable Special
Servicer.

            (g) The applicable Special Servicer shall deliver electronically a
written Inspection Report of each Specially Serviced Mortgage Loan in accordance
with Section 9.4(b) to the Operating Adviser.

            (h) Notwithstanding anything to the contrary herein, as a condition
to each Special Servicer making any report or information available upon request
to any Person other than the parties hereto or any Operating Adviser, such
Special Servicer may require that the recipient of such information acknowledge
that such Special Servicer may contemporaneously provide such information to the
Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master
Servicers, the Primary Servicer, the Sellers, the Placement Agent, any
Underwriter, any Rating Agency and/or the Certificateholders or Certificate
Owners, as applicable. Any transmittal of information by a Special Servicer to
any Person other than the Trustee, the Paying Agent, the Master Servicers, any
Primary Servicer, the Rating Agencies, the Operating Adviser or the Depositor
may be accompanied by a letter from the applicable Special Servicer containing
the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any Person who possesses material, non-public information
            regarding the Trust which issued Morgan Stanley Capital I Inc.,
            Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9 from
            purchasing or selling such Certificates in circumstances where the
            other party to the transaction is not also in possession of such
            information. You also acknowledge and agree that such information is
            being provided to you for the purpose of, and such information may
            be used only in connection with, evaluation by you or another
            Certificateholder, Certificate Owner or prospective purchaser of
            such Certificates or beneficial interest therein."

            Section 9.33 Special Servicers to Cooperate with the Master
Servicers and Paying Agent

            (a) The Special Servicers shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
applicable Master Servicer, the Trustee, the Paying Agent or any Primary
Servicer to enable it to perform its duties under this Agreement or any Primary
Servicing Agreement, as applicable; provided that no such request shall (i)
require or cause a Special Servicer to violate the Code, any provision of this
Agreement, including such Special Servicer's obligation to act in accordance
with the servicing standards set forth in this Agreement and to maintain the
REMIC status of any REMIC Pool or (ii) expose such Special Servicer, the Trust,
the Fiscal Agent, the Paying Agent or the Trustee to liability or materially
expand the scope of such Special Servicer's responsibilities under this
Agreement. In addition, the Special Servicers shall notify the applicable Master
Servicers of all expenditures incurred by it with respect to the Specially
Serviced Mortgage Loans which are required to be made by the applicable Master
Servicers as Servicing Advances as provided herein, subject to the provisions of
Section 4.4 hereof. The Special Servicers shall also remit all invoices relating
to Servicing Advances promptly upon receipt of such invoices.

            (b) The Special Servicers shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall not be an expense of the Trust:

            (i) whether the foreclosure of a Mortgaged Property relating to a
      Specially Serviced Mortgage Loan would be in the best economic interest of
      the Trust;

            (ii) if a Special Servicer elects to proceed with a foreclosure,
      whether a deficiency judgment should or should not be sought because the
      likely recovery will or will not be sufficient to warrant the cost, time
      and exposure of pursuing such judgment;

            (iii) whether the waiver or enforcement of any "due-on-sale" clause
      or "due-on-encumbrance" (other than with respect to a Mortgage Loan that
      is a Co-op Mortgage Loan as to which the NCB, FSB Subordinate Debt
      Conditions have been satisfied) clause contained in a Mortgage Loan or a
      Specially Serviced Mortgage Loan is in the best economic interest of the
      Trust;

            (iv) in connection with entering into an assumption agreement from
      or with a Person to whom a Mortgaged Property securing a Specially
      Serviced Mortgage Loan has been or is about to be conveyed, or to release
      the original Mortgagor from liability upon a Specially Serviced Mortgage
      Loan and substitute a new Mortgagor, and whether the credit status of the
      prospective new Mortgagor is in compliance with the applicable Special
      Servicer's regular commercial mortgage origination or servicing standard;

            (v) in connection with the foreclosure on a Specially Serviced
      Mortgage Loan secured by a Mortgaged Property which is not in compliance
      with CERCLA, or any comparable environmental law, whether it is in the
      best economic interest of the Trust to bring the Mortgaged Property into
      compliance therewith and an estimate of the cost to do so; and

            (vi) with respect to any proposed modification (which shall include
      any proposed release, substitution or addition of collateral), extension,
      waiver (except a waiver with respect to immaterial covenants, Late Fees or
      default interest), amendment, discounted payoff or sale of a Mortgage
      Loan, prepare a summary of such proposed action and an analysis of whether
      or not such action is reasonably likely to produce a greater recovery on a
      present value basis than liquidation of such Mortgage Loan; such analysis
      shall specify the basis on which the applicable Special Servicer made such
      determination, including the status of any existing material default or
      the grounds for concluding that a payment default is imminent.

            Section 9.34 Reserved

            Section 9.35 Reserved

            Section 9.36 Sale of Defaulted Mortgage Loans

            (a) Each Seller, as to those Mortgage Loans sold to the Depositor by
such Seller only, the holder of Certificates evidencing the greatest percentage
interest in the Controlling Class and the applicable Special Servicer (each in
such capacity, together with any assignee, the "Option Holder") shall, in that
order, have the right, at its option (the "Option"), to purchase a Mortgage Loan
from the Trust at a price equal to the Option Purchase Price upon receipt of
notice from the applicable Special Servicer that such Mortgage Loan has become
at least 60 days delinquent as to any monthly debt service payment (or is 90
days delinquent as to its Balloon Payment). The Option is exercisable, subject
to the related Seller's right (after receiving notice from the Trustee that an
Option Holder intends to exercise its Option) set forth in Section 2.3 to first
repurchase such Mortgage Loan, from that date until terminated pursuant to
clause (e) below, and during that period the Option shall be exercisable in any
month only during the period from the 10th calendar day of such month through
the 25th calendar day, inclusive, of such month. The Trustee on behalf of the
Trust shall be obligated to sell such Mortgage Loan upon the exercise of the
Option (whether exercised by the original holder thereof or by a holder that
acquired such Option by assignment), but shall have no authority to sell such
Mortgage Loan other than in connection with the exercise of an Option (or in
connection with a repurchase of a Mortgage Loan under Article II, an optional
termination pursuant to Section 10.1 or a qualified liquidation of the REMIC
Pools). Any Option Holder that exercises the Option shall be required to
purchase the applicable Mortgage Loan within 4 Business Days following such
exercise. If any Option Holder desires to waive its right to exercise the
Option, then it shall so notify the Trustee in writing, and the Trustee shall
promptly notify the next party eligible to hold the Option set forth above of
its rights hereunder. Any of the other parties eligible to hold the Option set
forth above may at any time notify the Trustee in writing of its desire to
exercise the Option, and the Trustee shall promptly notify the current Option
Holder (and the other parties eligible to hold the Option). If the Option Holder
neither (i) exercises the Option nor (ii) surrenders its right to exercise the
Option within 3 Business Days of its receipt of that notice, then the Option
Holder's right to exercise the Option shall lapse, and the Trustee shall
promptly notify the next party eligible to hold the Option (and the other
parties eligible to hold the Option) of its rights thereunder.

            (b) The "Option Purchase Price" shall be an amount equal to the fair
value of the related Mortgage Loan, as determined by the applicable Special
Servicer upon the request of any holder of the Option. The reasonable,
out-of-pocket expenses of each Special Servicer incurred in connection with any
such determination of the fair value of a Mortgage Loan shall be payable and
reimbursed to such Special Servicer as an expense of the Trust. Prior to the
applicable Special Servicer's determination of fair value referred to above, the
fair value of a Mortgage Loan shall be deemed to be an amount equal to the
Purchase Price plus (i) any prepayment penalty or yield maintenance charge then
payable upon the prepayment of such Mortgage Loan and (ii) the reasonable fees
and expenses of the applicable Special Servicer, the applicable Master Servicer
and the Trustee incurred in connection with the sale of the Mortgage Loan. The
applicable Special Servicer shall determine the fair value of a Mortgage Loan on
the later of (A) as soon as reasonably practical upon the Mortgage Loan becoming
60 days delinquent or upon the Balloon Payment becoming delinquent and (B) the
date that is 75 days after the applicable Special Servicer's receipt of the
Servicer Mortgage File relating to such Mortgage Loan, and such Special Servicer
shall promptly notify the Option Holder (and the Trustee and each of the other
parties set forth above that could become the Option Holder) of the Option
Purchase Price. The applicable Special Servicer is required to recalculate the
fair value of the Mortgage Loan if there has been a material change in
circumstances or the applicable Special Servicer has received new information
(including the receipt of a third party bid to purchase the Option), either of
which has a material effect on the fair value, provided that such Special
Servicer shall be required to recalculate the fair value of the Mortgage Loan if
the time between the date of last determination of the fair value of the
Mortgage Loan and the date of the exercise of the Option has exceeded 60 days.
Upon any recalculation, the applicable Special Servicer shall be required to
promptly notify in writing each Option Holder (and the Trustee and each of the
other parties set forth above that could become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the applicable Special Servicer shall take into account, among other
factors, the results of any Appraisal or updated Appraisal that it or the
applicable Master Servicer may have obtained in accordance with this Agreement
within the prior twelve months; any views on fair value expressed by Independent
investors in mortgage loans comparable to the Mortgage Loan (provided that the
applicable Special Servicer shall not be obligated to solicit such views); the
period and amount of any delinquency on the affected Mortgage Loan; whether to
the applicable Special Servicer's actual knowledge, the Mortgage Loan is in
default to avoid a prepayment restriction; the physical condition of the related
Mortgaged Property; the state of the local economy; the expected recoveries from
the Mortgage Loan if the applicable Special Servicer were to pursue a workout or
foreclosure strategy instead of the Option being exercised; and the Trust's
obligation to dispose of any REO Property as soon as practicable consistent with
the objective of maximizing proceeds for all Certificateholders, but in no event
later than the three-year period (or such extended period) specified in Section
9.15.

            (c) Any Option relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of notice from the applicable Special Servicer that an Option is exercisable
with respect to a specified Mortgage Loan, and upon such assignment such third
party shall have all of the rights granted to the Option Holder hereunder in
respect of the Option. Such assignment shall only be effective upon written
notice (together with a copy of the executed assignment and assumption
agreement) being delivered to the Trustee, the applicable Master Servicer and
the applicable Special Servicer, and none of such parties shall be obligated to
recognize any entity as an Option Holder absent such notice.

            (d) If the applicable Special Servicer, the holder of Certificates
representing the greatest percentage interest in the Controlling Class or an
Affiliate of either thereof elects to exercise the Option, the Trustee shall be
required to determine whether the Option Purchase Price constitutes a fair price
for the Mortgage Loan. Upon request of the applicable Special Servicer to make
such a determination, the Trustee will do so within a reasonable period of time
(but in no event more than 15 Business Days). In doing so, the Trustee may rely
on the opinion of an Appraiser or other expert in real estate matters retained
by the Trustee at the expense of the party exercising the Option. The Trustee
may also rely on the most recent Appraisal of the related Mortgaged Property
that was prepared in accordance with this Agreement. If the Trustee were to
determine that the Option Purchase Price does not constitute a fair price, then
the applicable Special Servicer shall redetermine the fair value taking into
account the objections of the Trustee.

            (e) The Option shall terminate, and shall not be exercisable as set
forth in clause (a) above (or if exercised, but the purchase of the related
Mortgage Loan has not yet occurred, shall terminate and be of no further force
or effect) if the Mortgage Loan to which it relates is no longer delinquent as
set forth above because the Mortgage Loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a work-out arrangement, (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off) or (iv) been purchased by the related Seller pursuant to Section 2.3.

            (f) Unless and until an Option Holder exercises an Option, the
applicable Special Servicer shall continue to service and administer the related
Mortgage Loan in accordance with the Servicing Standard and this Agreement, and
shall pursue such other resolution or recovery strategies, including workout or
foreclosure, as is consistent with this Agreement and the Servicing Standard.

            Section 9.37 Operating Adviser; Elections

            (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser with respect to Specially
Serviced Mortgage Loans (the "Operating Adviser"). The Operating Adviser shall
be elected for the purpose of receiving reports and information from the Special
Servicers in respect of the Specially Serviced Mortgage Loans.

            (b) The initial Operating Adviser is Citigroup Alternative
Investments LLC. The Controlling Class shall give written notice to the Trustee,
the Paying Agent and the applicable Master Servicer of the appointment of any
subsequent Operating Adviser (in order to receive notices hereunder). If a
subsequent Operating Adviser is not so appointed, an election of an Operating
Adviser also shall be held. Notice of the meeting of the Holders of the
Controlling Class shall be mailed or delivered to each Holder by the Paying
Agent, not less than 10 nor more than 60 days prior to the meeting. The notice
shall state the place and the time of the meeting, which may be held by
telephone. A majority of Certificate Balance of the Certificates of the then
Controlling Class, present in person or represented by proxy, shall constitute a
quorum for the nomination of an Operating Adviser. At the meeting, each Holder
shall be entitled to nominate one Person to act as Operating Adviser. The Paying
Agent shall cause the election of the Operating Adviser to be held as soon
thereafter as is reasonably practicable.

            (c) Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Operating Adviser. The voting in
each election of the Operating Adviser shall be in writing mailed, telecopied,
delivered or sent by courier and actually received by the Paying Agent on or
prior to the date of such election. Immediately upon receipt by the Paying Agent
of votes (which have not been rescinded) from the Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class which are cast for a single Person, such Person shall be,
upon such Person's acceptance, the Operating Adviser. The Paying Agent shall not
be required to recognize any Person as an Operating Adviser until the Operating
Adviser provides the Paying Agent with written confirmation of its acceptance of
such appointment, written confirmation that it will keep confidential all
information received by it as Operating Adviser hereunder or otherwise with
respect to the Certificates, the Trust and/or this Agreement, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
The Paying Agent hereby recognizes Citigroup Alternative Investments LLC as the
initial Operating Adviser. The Paying Agent shall promptly notify the Trustee of
the identity of the Operating Adviser. The Trustee shall promptly deliver such
information to the Master Servicers and the Special Servicers. The Master
Servicers and the Special Servicers shall not be required to recognize any
Person as an Operating Adviser until such information has been delivered by the
Trustee. In the event that an Operating Adviser shall have resigned or been
removed and a successor Operating Adviser shall not have been elected, there
shall be no Operating Adviser.

            (d) The Operating Adviser may be removed at any time by the written
vote, copies of which must be delivered to the Paying Agent, of more than 50% of
the Certificate Balance of the Holders of the Certificates of the then
Controlling Class.

            (e) The Paying Agent shall act as judge of each election and, absent
manifest error, the determination of the results of any election by the Paying
Agent shall be conclusive. Notwithstanding any other provisions of this Section
9.37, the Paying Agent may make such reasonable regulations as it may deem
advisable for any election.

            (f) Notwithstanding any provision of this Section 9.37 or any other
provision of this Agreement to the contrary, at any time that a Special Servicer
has been elected as Operating Adviser or no Operating Adviser has been elected,
(i) such Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than a Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
applicable Special Servicer.

            Section 9.38 Limitation on Liability of Operating Adviser

            The Operating Adviser shall have no liability to the Trust, the
Depositor, the Master Servicers, the Special Servicers, the Trustee, the Paying
Agent or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith and using reasonable business judgment
pursuant to this Agreement. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.

            Section 9.39 Rights of Operating Adviser

            (a) Notwithstanding anything to the contrary herein, including but
not limited to Article 8 hereof, the Operating Adviser will receive notice of
and may advise each Special Servicer with respect to the following actions of
such Special Servicer with respect to any Mortgage Loan:

            (i) any proposed modification of a Money Term of a Mortgage Loan
      other than an extension of the original maturity date for 2 years or less;

            (ii) with respect to notice only, any proposed sale of a Defaulted
      Mortgage Loan, pursuant to Section 9.36;

            (iii) any determination to bring an REO Property into compliance
      with Environmental Laws;

            (iv) any acceptance of substitute or additional collateral for a
      Mortgage Loan not expressly required under such Mortgage Loan (except with
      respect to a Defeasance Loan);

            (v) any waiver of a "due on-sale" or "due on-encumbrance" clause
      (other than with respect to a Co-op Mortgage Loan as to which the NCB, FSB
      Subordinate debt Conditions have been satisfied);

            (vi) any acceptance of an assumption agreement; and

            (vii) any release of collateral for a Specially Serviced Mortgage
      Loan (other than in accordance with the terms of or upon satisfaction of
      such Mortgage Loan).

            (b) In addition, notwithstanding anything to the contrary herein,
including but not limited to Article 8 hereof, the Operating Adviser shall have
the right to approve any of the following actions by the Special Servicer:

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisition of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any acceptance of a discounted payoff; and

            (iii) any release of "earn out" or performance reserves listed on
      Schedule XIII hereof, on deposit in an Escrow Account, other than where
      such release does not require the consent of the lender.

            In the event that the applicable Special Servicer determines that
immediate action is necessary to protect the interests of the
Certificateholders, the applicable Special Servicer may take any such action
without waiting for the Operating Adviser's advice or approval. No advice or
approval or lack of approval of the Operating Adviser may (and each Special
Servicer shall ignore and act without regard to any such advice or approval or
lack of approval that such Special Servicer has determined, in its reasonable,
good faith judgment, would) (A) require or cause such Special Servicer to
violate applicable law, the terms of any Mortgage Loan or any other Section of
this Agreement, including such Special Servicer's obligation to act in
accordance with the Servicing Standard, (B) result in Adverse REMIC Event with
respect to any REMIC Pool, (C) endanger the status of the Class EI Grantor Trust
as a grantor trust, (D) expose the Trust, the Depositor, a Master Servicer, a
Special Servicer, the Trustee, the Fiscal Agent or any of their respective
Affiliates, members, managers, partners, representatives, officers, directors,
employees or agents, to any material claim, suit or liability, or (E) expand the
scope of a Master Servicer's or Special Servicer's responsibilities under this
Agreement.

            Any notices required to be delivered to the Special Servicer with
respect to items (i) through (vii) of subsection (a) above and items (i) through
(iii) of subsection (b) above by any other party to this Agreement shall be
simultaneously delivered to the Operating Adviser. With respect to items (v),
(vi) and (vii) of subsection (a) above, the Operating Adviser shall be subject
to the same time periods for advising a Special Servicer with respect to any
such matters as are afforded to a Special Servicer pursuant to Section 8.7,
which periods shall be co-terminus with those of such Special Servicer. The
applicable Special Servicer shall provide the Operating Adviser with its
recommendations with respect to the matters set forth in both (a) and (b) above
within 5 Business Days of such Special Servicer's receipt of notice thereof. In
addition, the Operating Adviser may direct the Trustee to remove the applicable
Special Servicer at any time upon the appointment and acceptance of such
appointment by a successor to the applicable Special Servicer; provided that,
prior to the effectiveness of any such appointment, the Trustee and the Paying
Agent shall have received Rating Agency Confirmation from each Rating Agency.
The Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of an applicable Special Servicer
(unless such removal is based on any of the events or circumstances set forth in
Section 9.30(b)). The Trustee shall notify the Paying Agent promptly upon its
receipt of the direction set forth above. Notwithstanding any other provision in
this Agreement, the Operating Adviser shall have the right to appoint a
sub-operating adviser with respect to any particular Mortgage Loan. Such
sub-operating adviser shall have the right, subject to Rating Agency
confirmation, to appoint, or serve as, the Special Servicer with respect to such
Mortgage Loan. All references in this Agreement to the "Operating Adviser" and
the "Special Servicer" shall refer to the sub-operating adviser or the special
servicer appointed by the sub-operating adviser, as applicable; provided,
however, that such Special Servicer shall not have any advancing obligations
with respect to such Mortgage Loans.

                                   ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

            Section 10.1 Termination of Trust Upon Repurchase or Liquidation of
All Mortgage Loans

            (a) The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent, to
make payments to the Class R-I Certificateholders, the Class R-II
Certificateholders and the REMIC III Certificateholders, as set forth in Section
10.2 and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of
all REO Property (and final distribution to the Certificateholders), (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b), (iii)
the termination of the Trust pursuant to Section 10.1(c) or (iv) the transfer of
the property held in the Trust in accordance with Section 10.1(d); provided that
in no event shall the Trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.

            (b) The General Master Servicer shall give the Trustee and the
Paying Agent notice of the date when the aggregate Principal Balance of the
Mortgage Loans, after giving effect to distributions of principal made on the
next Distribution Date, is less than or equal to 1% of the initial Aggregate
Certificate Balance of the Certificates as of the Closing Date. In order to make
such determination, the NCB Master Servicer shall inform the General Master
Servicer (which may be through providing the General Master Servicer access to
the NCB Master Servicer's website) of the Principal Balance of the Co-op
Mortgage Loans on a monthly basis, or at an accelerated interval as requested by
the General Master Servicer of the NCB Master Servicer. The Paying Agent shall
promptly forward such notice to the Trustee, the Depositor, the Holder of a
majority of the Controlling Class, the Master Servicers, the Special Servicers,
NCB, FSB (if it is not then a Master Servicer) and the Holders of the Class R-I
Certificates; and the Holder of a majority of the Controlling Class, the General
Master Servicer, the NCB Master Servicer, the General Special Servicer, the
Co-op Special Servicer and the Holders of the Class R-I Certificates, in such
priority (and in the case of the Class R-I Certificateholders, a majority of the
Class R-I Certificateholders), may purchase, in whole only, the Mortgage Loans
and any other property, if any, remaining in the Trust, provided, that if any
Holder of a majority of the Controlling Class, the Co-op Special Servicer, the
General Master Servicer, the NCB Master Servicer (if not then NCB, FSB), the
General Special Servicer or the Holders of the Class R-I Certificates makes such
an election, then NCB, FSB will have the option, by giving written notice to the
other parties hereto no later than 30 days prior to the anticipated date of
purchase, to purchase all of the NCB, FSB Loans and each related REO Property
remaining in the Trust, and the other party will then have the option to
purchase only the remaining Mortgage Loans and each related REO Property. If any
party desires to exercise such option, it will notify the Trustee who will
notify any party with a prior right to exercise such option and NCB, FSB (if it
is not then a Master Servicer). If any party that has been provided notice by
the Trustee (excluding the Depositor) notifies the Trustee within ten Business
Days after receiving notice of the proposed purchase that it wishes to purchase
the assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the applicable Master Servicer
for the benefit of the Holder of the majority of the Class R-I Certificates, the
applicable Special Servicer or the applicable Master Servicer, as the case may
be, the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon
(other than any accrued and unpaid interest thereon that has been the subject of
an Advance) at the applicable Mortgage Rates (or Mortgage Rates less the Master
Servicing Fee Rate if a Master Servicer is the purchaser), with respect to the
Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection
Period with respect to which such purchase occurs, plus unreimbursed Advances
and interest on such unreimbursed Advances at the Advance Rate, and the fair
market value of any other property remaining in REMIC I. The Trustee shall
consult with the Placement Agent and the Underwriters or their respective
successors, as advisers, in order for the Trustee to determine whether the fair
market value of the property constituting the Trust has been offered; provided
that, if the Placement Agent or any Underwriter or an Affiliate of the Placement
Agent or the Underwriters is exercising its right to purchase the Trust assets,
the Trustee shall consult with the Operating Adviser in order for the Trustee to
determine the fair market value, provided that the Operating Adviser is not an
Affiliate of the Class R-I Holder, a Special Servicer or a Master Servicer, or
the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicers or the Master Servicers, as the case may be, must deliver to the
Trustee an Opinion of Counsel, which shall be at the expense of such Holders,
the Special Servicers or the Master Servicers, as the case may be, stating that
such termination will be a "qualified liquidation" under Section 860F(a)(4) of
the Code. Such purchase shall be made in accordance with Section 10.3.

            (c) If at any time the Holders of the Class R-I Certificates own
100% of the REMIC III Certificates and the Class EI Certificates, such Holders
may terminate REMIC I (which will in turn result in the termination of REMIC II
and REMIC III) and the Class EI Grantor Trust upon (i) the delivery to the
Trustee and the Depositor of an Opinion of Counsel (which opinion shall be at
the expense of such Holders) stating that such termination will be a "qualified
liquidation" of each REMIC Pool under Section 860F of the Code, and (ii) the
payment of any and all costs associated with such termination. Such termination
shall be made in accordance with Section 10.3.

            (d) Following the date on which the aggregate Certificate Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class
A-1A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G and Class
H Certificates is reduced to zero, the Sole Certificateholder shall have the
right to exchange all of its Certificates (other than the Residual Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust as
contemplated by clause (iv) of Section 10.1(a) by giving written notice to all
the parties hereto no later than 60 days prior to the anticipated date of
exchange and upon the delivery to the Trustee and the Depositor of an Opinion of
Counsel (which opinion shall be at the expense of such Sole Certificateholders)
stating that such exchange will be a "qualified liquidation" of each REMIC Pool
under Section 860F of the Code. In the event that the Sole Certificateholder
elects to exchange all of its Certificates (other than the Residual
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust in accordance with the preceding sentence, such Sole
Certificateholder, not later than the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in the Certificate
Account an amount in immediately available funds equal to all amounts due and
owing to the Depositor, the General Master Servicer, the NCB Master Servicer,
the General Special Servicer, the Co-op Special Servicer and the Trustee
hereunder through the date of the liquidation of the Trust that may be withdrawn
from the Certificate Account, or an escrow account acceptable to the respective
parties hereto or that may be withdrawn from the Distribution Accounts pursuant
to this Agreement but only to the extent that such amounts are not already on
deposit in the Certificate Account. Upon confirmation that such final deposits
have been made and following the surrender of all its Certificates (other than
the Residual Certificates) on such Distribution Date, the Trustee shall, upon
receipt of a Request for Release from the General Master Servicer and the NCB
Master Servicer, if applicable, release or cause to be released to the Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the
Trust, and the Trust shall be liquidated in accordance with Section 10.2. For
federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of REMIC I and the Class EI Grantor Trust, to the extent
then outstanding, for an amount equal to the remaining Certificate Balance of
its Certificates (other than the Residual Certificates), plus accrued, unpaid
interest with respect thereto, and the Trustee shall credit such amounts against
amounts distributed in respect of such Certificates. The remaining Mortgage
Loans and REO Properties are deemed distributed to the Sole Certificateholder in
liquidation of the Trust pursuant to Section 10.2.

            (e) Upon the termination of the Trust, any funds held by the Class
EI Grantor Trust shall be distributed to the Class EI Certificateholders, on a
pro rata basis.

            Section 10.2 Procedure Upon Termination of Trust

            (a) Notice of any termination pursuant to the provisions of Section
10.1, specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Class R-I, Class R-II, REMIC III and
Class EI Certificateholders mailed no later than ten days prior to the date of
such termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II, REMIC III and Class EI
Certificates will be made, and upon presentation and surrender of the Class R-I,
Class R-II, REMIC III and Class EI Certificates at the office or agency of the
Certificate Registrar therein specified, and (B) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distribution being made
only upon presentation and surrender of the Class R-I, Class R-II, REMIC III and
Class EI Certificates at the office or agency of the Certificate Registrar
therein specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II, REMIC III and Class EI Certificates. Upon any such termination,
the duties of the Certificate Registrar with respect to the Class R-I, Class
R-II, REMIC III and Class EI Certificates shall terminate and the Trustee shall
terminate, or request the Master Servicers and the Paying Agent to terminate,
the Certificate Accounts and the Distribution Account and any other account or
fund maintained with respect to the Certificates, subject to the Paying Agent's
obligation hereunder to hold all amounts payable to the Class R-I, Class R-II,
REMIC III and Class EI Certificateholders in trust without interest pending such
payment.

            (b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II, REMIC III and Class EI
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Certificate Registrar shall give a
second written notice to the remaining Class R-I, Class R-II, REMIC III and
Class EI Certificateholders to surrender their certificates evidencing the Class
R-I, Class R-II, REMIC III and Class EI Certificates for cancellation and
receive the final distribution with respect thereto. If within one year after
the second notice any Class R-I, Class R-II, REMIC III and Class EI Certificates
shall not have been surrendered for cancellation, the Certificate Registrar may
take appropriate steps to contact the remaining Class R-I, Class R-II, REMIC III
and Class EI Certificateholders concerning surrender of such certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any such Class R-I, Class R-II,
REMIC III and Class EI Certificates shall not have been surrendered for
cancellation, the Paying Agent shall, subject to applicable state law relating
to escheatment, hold all amounts distributable to such Holders for the benefit
of such Holders. No interest shall accrue on any amount held by the Trustee and
not distributed to a Class R-I, Class R-II, REMIC III or Class EI
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 the Class EI Grantor Trust and shall be beneficially owned by the related
Holder.

            Section 10.3 Additional Trust Termination Requirements

            (a) The Trust and each REMIC Pool shall be terminated in accordance
with the following additional requirements, unless at the request of a Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of such Master Servicer or the Class R-I Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Paying Agent to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

            (i) Within 89 days prior to the time of the making of the final
      payment on the REMIC III and Class EI Certificates the Trustee shall
      prepare and (on behalf of REMIC I, REMIC II and REMIC III) shall adopt a
      plan of complete liquidation of each REMIC Pool, meeting the requirements
      of a qualified liquidation under the REMIC Provisions, which plan need not
      be in any special form and the date of which, in general, shall be the
      date of the notice specified in Section 10.2(a) and shall be specified in
      a statement attached to the final federal income tax return of each REMIC
      Pool;

            (ii) At or after the date of adoption of such a plan of complete
      liquidation and at or prior to the time of making of the final payment on
      the REMIC III and Class EI Certificates, the Trustee shall sell all of the
      assets of the Trust for cash at the Termination Price; provided that if
      the Holders of the Class R-I Certificates are purchasing the assets of the
      Trust, the amount to be paid by such Holders may be paid net of the amount
      to be paid to such Holders as final distributions on any Certificates held
      by such Holders;

            (iii) At the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, (A) to the Holders of the Class R-I Certificates
      all assets of REMIC I remaining after such final payment of the REMIC I
      Regular Interests, (B) to the Holders of the Class R-II Certificates all
      remaining assets of REMIC II after such final payment of the REMIC II
      Regular Interests and (C) to the Holders of the Class R-III Certificates
      all remaining assets of REMIC III (in each case other than cash retained
      to meet claims), and the Trust shall terminate at that time; and

            (iv) In no event may the final payment on the REMIC I Regular
      Interests, REMIC II Regular Interests, REMIC III 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 each REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

            The provisions of this Article XI shall apply to each of the REMIC
Regular Certificateholders and Residual Certificateholders to the extent
appropriate.

            Section 11.1 Limitation on Rights of Holders

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicers
or operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

            (c) If a Certificateholder is also a Mortgagor with respect to any
Mortgage Loan, such Certificateholder shall have no right to vote with respect
to any matters concerning such Mortgage Loan. In addition, if a
Certificateholder is also one of the Special Servicers, such Certificateholder
shall have no right to vote, in its capacity as a Certificateholder, with
respect to compensation to such Special Servicer or any waiver of a default with
respect to a Mortgage Loan.

            (d) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

            Section 11.2 Access to List of Holders

            (a) If the Paying Agent is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee and
the Paying Agent, within 15 days after receipt by the Certificate Registrar of a
request by the Trustee or the Paying Agent, as the case may be, in writing, a
list, in such form as the Trustee or the Paying Agent, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders of each
Class as of the most recent Record Date.

            (b) If the Depositor, the Operating Adviser, a Special Servicer, a
Master Servicer, the Trustee or three or more Holders (hereinafter referred to
as "applicants," with a single Person which (together with its Affiliates) is
the Holder of more than one Class of Certificates being viewed as a single
"applicant" for these purposes) apply in writing to the Paying Agent and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such applicants propose to
transmit, then the Paying Agent shall, within five Business Days after the
receipt of such application, send, at such Person's expense, the written
communication proffered by the applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.

            (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master
Servicers, the Special Servicers and the Trustee that neither the Depositor, the
Certificate Registrar, the Paying Agent, the Master Servicers, the Special
Servicers nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 11.3 Acts of Holders of Certificates

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
nor the Paying Agent shall be affected by any notice to the contrary.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee, the
Paying Agent or the Depositor in reliance thereon, whether or not notation of
such action is made upon such Certificate.

                                  ARTICLE XII

                    REMIC AND GRANTOR TRUST ADMINISTRATION

            The provisions of this Article XII shall apply to each REMIC Pool
and the Class EI Grantor Trust, as applicable.

            Section 12.1 REMIC Administration

            (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans
(other than Excess Interest payable thereon), such amounts with respect thereto
as shall from time to time be held in the Certificate Accounts, the Interest
Reserve Accounts, the Distribution Account and the Reserve Account, the
Insurance Policies and any related amounts REO Account and any related REO
Properties as a REMIC ("REMIC I") under the Code. Such election will be made on
Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the REMIC I Interests are issued. For purposes of such
election, the REMIC I Regular Interests shall each be designated as a separate
class of "regular interests" in REMIC I and the Class R-I Certificates shall be
designated as the sole class of "residual interests" in REMIC I.

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

            An election will be made by the Paying Agent to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC ("REMIC
III") under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-5, Class A-1A, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class X-1, Class X-2 and Class X-Y
Certificates, shall be designated as the "regular interests" in REMIC III and
the Class R-III Certificates shall be designated as the sole class of "residual
interests" in REMIC III.

            The Trustee and the Paying Agent shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any of the
REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular
Interests, the REMIC III Regular Certificates and the Residual Certificates.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

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

            (d) The Paying Agent shall cause to be prepared, signed, and timely
filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master
Servicers. The Paying Agent shall prepare and file Form 8811 on behalf of each
REMIC Pool and shall designate an appropriate Person to respond to inquiries by
or on behalf of Certificateholders for original issue discount and related
information in accordance with applicable provisions of the Code.

            (e) The Paying Agent shall prepare and file, or cause to be prepared
and filed, all of each REMIC Pool's federal and state income or franchise tax
and information returns as such REMIC Pool's direct representative, and the
Trustee shall sign such returns; the expenses of preparing and filing such
returns shall be borne by the Paying Agent, except that if additional state tax
returns are required to be filed in more than three states, the Paying Agent
shall be entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicers and the Special Servicers shall provide on a timely basis to
the Paying Agent or its designee such information with respect to the Trust or
any REMIC Pool as is in its possession, which the Depositor or a Master Servicer
and a Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. Each Master
Servicer and each Special Servicer shall indemnify the Trustee, the Paying
Agent, the Fiscal Agent and the Depositor for any liability or assessment
against the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any
REMIC Pool and any expenses incurred in connection with such liability or
assessment (including attorneys' fees) resulting from any error in any of such
tax or information returns resulting from errors in the information provided by
such Master Servicer or such Special Servicer, as the case may be, which errors
were caused by the negligence, willful misconduct or bad faith of such Master
Servicer or such Special Servicer, as the case may be. The Paying Agent shall
indemnify the Master Servicers, the Special Servicers, the Depositor or any
REMIC Pool for any expense incurred by any Master Servicer, any Special
Servicer, the Depositor and any REMIC Pool resulting from any error in any of
such tax or information returns resulting from errors in the preparation of such
returns caused by the negligence, willful misconduct or bad faith of the Paying
Agent. Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party or parties, an opportunity to contest the tax or assessment
or expense giving rise to such claim, provided that the failure to give such
notification rights shall not affect the indemnification rights in favor of any
REMIC Pool under this Section 12.1(e). Any such indemnification shall survive
the resignation or termination of a Master Servicer, the Paying Agent or a
Special Servicer, or the termination of this Agreement.

            (f) The Paying Agent shall perform on behalf of each REMIC Pool all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

            (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099
information returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing. Moreover, the Paying
Agent shall forward to each Certificateholder such forms and furnish such
information within its control as are required by the Code to be furnished to
them, shall prepare and file with the appropriate state authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal
Revenue Service Forms 1099 (or otherwise furnish information within the control
of the Paying Agent) to the extent required by applicable law. The Paying Agent
will make available to any Certificateholder any tax related information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

            (h) The Holder of more than 50% of the Percentage Interests in Class
R-I, Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC Pool's Tax
Matters Person. The duties of the Tax Matters Person for each of the REMIC Pools
are hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of such Residual Certificate, to such delegation to the Paying
Agent as their agent and attorney in fact. If the Code or applicable regulations
prohibits the Paying Agent from signing any applicable Internal Revenue Service,
court or other administrative documents or from acting as Tax Matters Person (as
an agent or otherwise), the Paying Agent shall take whatever action is necessary
for the signing of such documents and designation of a Tax Matters Person,
including the designation of such Residual Certificateholder. The Paying Agent
shall not be required to expend or risk its own funds or otherwise incur any
other financial liability in the performance of its duties hereunder or in the
exercise of any of its rights or powers (except to the extent of the ordinary
expenses of performing its duties under this Agreement), if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

            (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicers and the Special Servicers shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicers and the Special Servicers,
within the scope of its express duties, and shall each act in accordance with
this Agreement and the REMIC Provisions in order to create and maintain the
status of each REMIC Pool as a REMIC and the Class EI Grantor Trust as a grantor
trust or, as appropriate, adopt a plan of complete liquidation with respect to
each REMIC Pool.

            (j) The Trustee, the Paying Agent, the Master Servicers, the Special
Servicers, the Fiscal Agent and the Holders of Residual Certificates shall not
take any action or fail to take any action or cause any REMIC Pool to take any
action or fail to take any action if any of such Persons knows or could, upon
the exercise of reasonable diligence, know, that, under the REMIC Provisions
such action or failure, as the case may be, could (i) endanger the status of any
REMIC Pool as a REMIC or (ii) result in the imposition of a tax upon any REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2)) of the Code or (iii) endanger the status of the Class EI
Grantor Trust unless the Trustee and the Paying Agent have received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result in
the imposition of such a tax. Any action required under this section which would
result in an unusual or unexpected expense shall be undertaken at the expense of
the party seeking the Trustee, the Paying Agent or the Holders of the Residual
Certificates to undertake such action.

            (k) In the event that any tax is imposed on the REMIC I, REMIC II or
REMIC III, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to the REMIC I, REMIC II or REMIC III after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicers pursuant to Section 9.14(e)),
such tax, together with all incidental costs and expenses (including, without
limitation, penalties and reasonable attorneys' fees), shall be charged to and
paid by: (i) the Paying Agent, if such tax arises out of or results from a
breach of any of its obligations under this Agreement, which breach constitutes
negligence, willful misconduct or bad faith; (ii) a Special Servicer, if such
tax arises out of or results from a breach by such Special Servicer of any of
its obligations under this Agreement, which breach constitutes negligence,
willful misconduct or bad faith; (iii) a Master Servicer, if such tax arises out
of or results from a breach by such Master Servicer of any of its obligations
under this Agreement, which breach constitutes negligence, willful misconduct or
bad faith; (iv) the Fiscal Agent, if such tax arises out of or results from a
breach by the Fiscal Agent of any of its obligations under this Agreement, which
breach constitutes negligence, willful misconduct or bad faith; and (v) the
Trust in all other instances. Any tax permitted to be incurred by the Special
Servicers pursuant to Section 9.14(e) shall be charged to and paid by the Trust
from the net income generated on the related REO Property. Any such amounts
payable by the Trust in respect of taxes shall be paid by the Paying Agent out
of amounts on deposit in the Distribution Account.

            (l) The Paying Agent and, to the extent that records are maintained
by the Master Servicers or the Special Servicers in the normal course of their
businesses, the Master Servicers and the Special Servicers shall, for federal
income tax purposes, maintain books and records with respect to each REMIC Pool
on a calendar year and on an accrual basis, and with respect to the Class EI
Grantor Trust on the cash or accrual method and so as to enable reporting to
Holders of Class EI 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 Servicers nor
the Special Servicers shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

            (n) In order to enable the Paying Agent to perform its duties as set
forth herein, the Depositor shall provide, or cause to be provided, to the
Paying Agent within ten days after the Closing Date all information or data that
the Paying Agent reasonably determines to be relevant for tax purposes on the
valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

            The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its reasonable best efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

            (o) At all times as may be required by the Code, each Master
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of each
REMIC Pool as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (p) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of REMIC
I Regular Interests, each Class of REMIC II Regular Interests and each Class of
REMIC III Regular Certificates is the Final Rated Distribution Date.

            Section 12.2 Prohibited Transactions and Activities

            Neither the Trustee, the Paying Agent, the Master Servicers nor the
Special Servicers shall permit the sale, disposition or substitution of any of
the Mortgage Loans (except in a disposition pursuant to (i) the foreclosure or
default of a Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool,
(iii) the termination of any REMIC Pool in a "qualified liquidation" as defined
in Section 860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II
hereof), nor acquire any assets for the Trust, except as provided in Article II
hereof, nor sell or dispose of any investments in the Certificate Accounts or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the regular interests therein, (B)
affect the distribution of interest or principal on the Certificates, (C) result
in the encumbrance of the assets transferred or assigned to any REMIC Pool
(except pursuant to the provisions of this Agreement) or (D) cause any REMIC
Pool to be subject to a tax on "prohibited transactions" or "prohibited
contributions" or other tax pursuant to the REMIC Provisions.

            Section 12.3 Modifications of Mortgage Loans

            Notwithstanding anything to the contrary in this Agreement, neither
the Trustee, the Paying Agent, the applicable Master Servicer nor the applicable
Special Servicer shall permit any modification of a Money Term of a Mortgage
Loan or a Specially Serviced Mortgage Loan that is not in default or as to which
default is not reasonably foreseeable unless (i) the Trustee, the applicable
Special Servicer, Paying Agent and the applicable Master Servicer have received
a Nondisqualification Opinion or a ruling from the Internal Revenue Service (at
the expense of the party making the request that the applicable Master Servicer
or the applicable Special Servicer modify the Mortgage Loan or a Specially
Serviced Mortgage Loan) to the effect that such modification would not be
treated as an exchange pursuant to Section 1001 of the Code (or, if it would be
so treated, would not be treated as a "significant modification" for purposes of
Treasury Regulations Section 1.860G-2(b) of the Code) or (ii) such modification
meets the requirements set forth in Sections 8.18 or 9.5.

            Section 12.4 Liability with Respect to Certain Taxes and Loss of
REMIC Status

            In the event that any REMIC Pool fails to qualify as a REMIC, loses
its status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by either the Trustee or the
Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicers, the
Special Servicers, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicers, the Special Servicers, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

            Section 12.5 Grantor Trust Administration

            The assets of the Class EI Grantor Trust, consisting of the right to
any Excess Interest in respect of the ARD Loan and the Excess Interest
Sub-account, shall be held by the Trustee for the benefit of the Holders of the
Class EI Certificates, which Class EI 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 EI
Grantor Trust will be treated as a grantor trust for federal income tax
purposes, and each of the parties to this Agreement agrees that it will not take
any action that is inconsistent with establishing or maintaining such treatment.
Under no circumstances may the Trustee vary the assets of the Class EI 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 EI Certificates. The Trustee and the
Paying Agent shall be deemed to hold and shall account for the Class EI Grantor
Trust separate and apart from the assets of the REMIC I, REMIC II and REMIC III
created hereunder. In furtherance of such intention, the Paying Agent shall
furnish or cause to be furnished to the Class EI 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 EI
Grantor Trust, at the time or times and in the manner required by the Code.

                                  ARTICLE XIII

                              MISCELLANEOUS PROVISIONS

            Section 13.1 Binding Nature of Agreement

            This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

            Section 13.2 Entire Agreement

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

            Section 13.3 Amendment

            (a) This Agreement may be amended from time to time by the parties
hereto, without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum, the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or to
correct or supplement any provision herein which may be inconsistent with any
other provisions herein, (iii) to amend any provision hereof to the extent
necessary or desirable to maintain the status of each REMIC Pool as a REMIC (or
the interest represented by the Class EI Certificates as a grantor trust
Certificates 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 adversely affected thereby or (B) adversely affect the status
of any REMIC Pool as a REMIC (or the Class EI Grantor Trust as a grantor trust).
Prior to entering into any amendment without the consent of Holders pursuant to
this paragraph, the Trustee may require an Opinion of Counsel and a
Nondisqualification Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor, and otherwise at the expense of the party requesting
such amendment, except that if the Trustee requests such amendment, such
amendment shall be at the expense of the Depositor, if the Depositor consents),
to the effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material economic
respect any Holder if the Trustee receives a Rating Agency Confirmation from
each Rating Agency (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor).

            (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders)
and with the written confirmation of the Rating Agencies that such amendment
would not cause the ratings on any Class of Certificates to be qualified,
withdrawn or downgraded; provided, however, that such amendment may not effect
any of the items set forth in clauses (i) through (iv) of the proviso in
paragraph (c) of this Section 13.3. The Trustee may request, at its option, to
receive a Nondisqualification Opinion and/or an Opinion of Counsel that such
amendment will not result in an Adverse Grantor Trust Event, as applicable, and
an Opinion of Counsel that any amendment pursuant to this Section 13.3(b) is
permitted by this Agreement at the expense of the party requesting the
amendment.

            (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate or reduce a Master Servicer's,
the Trustee's or the Fiscal Agent's obligation to make an Advance or alter the
Servicing Standard except as may be necessary or desirable to comply with the
REMIC Provisions, (iv) adversely affect the status of any REMIC Pool as a REMIC
for federal income tax purposes (as evidenced by a Nondisqualification Opinion),
the Class EI 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), (v) adversely affect in any material respect the interests
of the Holders of the Certificates in a manner other than as described in the
immediately preceding clause (i), without the consent of the Holders of all
Certificates affected thereby, (vi) significantly change the activities of the
Trust, without the consent of the Holders of Certificates representing more than
50% of all the Voting Rights or (vii) modify the provisions of this Section 13.3
without the consent of the Holders of all Certificates then outstanding;
provided that no such amendment may modify Section 8.18 of this Agreement
without Rating Agency Confirmation. The Trustee shall not consent to any
amendment to this Agreement pursuant to this subsection (c) unless it shall have
first received a Nondisqualification Opinion and/or an Opinion of Counsel that
such amendment will not result in an Adverse REMIC Event or an Adverse Grantor
Trust Event, as applicable, and an Opinion of Counsel that any amendment
pursuant to this Section 13.3(c) is permitted by this Agreement at the expense
of the party requesting the amendment.

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

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

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

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

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

            (i) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may be amended
pursuant to Section 8.26(d) herein without any notice to or consent of any of
the Certificateholders, Opinions of Counsel, Officer's Certificates or Rating
Agency Confirmation.

            Section 13.4 GOVERNING LAW

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

            Section 13.5 Notices

            All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when received by (A) in the
case of the Depositor, Morgan Stanley Capital I Inc., 1585 Broadway, New York,
New York 10036, Attention: Warren Friend, with a copy to General Counsel; (B) in
the case of the Trustee, Fiscal Agent, Paying Agent and Certificate Registrar at
the Corporate Trust Office; (C) in the case of the General Master Servicer,
Wells Fargo Bank, National Association, 45 Fremont Street, 2nd Floor, San
Francisco, California 94105, Attention: Commercial Mortgage Servicing, with a
copy to Robert F. Darling, Esq., Wells Fargo Bank, National Association, 633
Folsom Street, 7th Floor, San Francisco, California 94111; (D) in the case of
the General Special Servicer, Midland Loan Services, Inc., 10851 Mastin, Suite
700, Overland Park, Kansas 66210 (for deliveries) and P.O. Box 25965, Shawnee
Mission, Kansas 66225-5965 (for communications by United States mail),
Attention: President, telecopy number: (913) 253-9001; (E) in the case of the
NCB Master Servicer, NCB, FSB, 1725 Eye Street, N.W., Washington, D.C., 20006
Attention: Kathleen Luzik, Real Estate Master Servicing, Fax: (202) 336-7800;
(F) in the case of the Co-op Special Servicer, National Consumer Cooperative
Bank, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik,
Real Estate Master Servicing, Fax: (202) 336-7800; (G) in the case of MSMC, 1585
Broadway, New York, New York 10036, Attention: Warren Friend, with a copy to
General Counsel; (H) in the case of NCB, FSB, NCB, FSB, 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Steven Brookner; (I) in the case of State
Farm, State Farm Life Insurance Company, One State Farm Plaza, E-7, Bloomington,
Illinois 61710, Attention: David C. Graves, Vice President--Mortgages and Real
Estate; (J) in the case of IXIS, IXIS Real Estate Capital, Inc., 9 West 57th
Street, 36th Floor, New York, New York 10019, Attention: Albert Zakes; (K) in
the case of WaMu, Washington Mutual Bank, FA, 1301 Fifth Avenue, RBB1310,
Seattle, WA 98101, Attention: Richard Fisher telecopy number (206) 490-5656 with
a copy to: Washington Mutual Legal Department Attention: Richard Careaga, 1201
Third Avenue, WMT 1706, Seattle, WA 98101, facsimile: (206) 377-6244; (L) in the
case of Principal, Principal Global Investors, LLC, 801 Grand Avenue, Des
Moines, Iowa 50392, Attention: Margie A. Custis, with a copy to Leanne S.
Valentine, Esq.; (M) in the case of MM, Massachusetts Mutual Life Insurance
Company, c/o Babson Capital Management LLC, 1500 Main Street, Springfield, MA
01115, Attention: Thomas Zatko, Managing Director, TS21, with a copy to
Massachusetts Mutual Life Insurance Company, 1500 Main Street, Springfield, CT
01115, Attention: Vice President, Real Estate Lao, TS2; (N) in the case of
UCMFI, Union Central Mortgage Funding, Inc., 312 Elm Street, Suite 1212,
Cincinnati, Ohio 45202, Attention: D. Stephen Cole.; and (O) in the case of the
initial Operating Adviser, The Travelers Life Insurance Company c/o Citigroup
Alternative Investments LLC, 850 3rd Avenue, 12th Floor, New York, New York
10022, Attention: CMBS Unit. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice.

            Section 13.6 Severability of Provisions

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

            Section 13.7 Indulgences; No Waivers

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

            Section 13.8 Headings Not to Affect Interpretation

            The headings contained in this Agreement are for convenience of
reference only, and shall not be used in the interpretation hereof.

            Section 13.9 Benefits of Agreement

            Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement
(including any Primary Servicer to the extent applicable to such Primary
Servicer) and their successors hereunder and the Holders of the Certificates,
any benefit or any legal or equitable right, power, remedy or claim under this
Agreement; provided, however, that the Mortgagors set forth on Schedule XI
hereto are intended third-party beneficiaries of the fifth and sixth paragraphs
of Section 2.3(a) and may directly enforce such rights. This Agreement may not
be amended in any manner that would adversely affect the rights of any third
party beneficiary without its reasonable consent. Each holder of a right to
receive Excess Servicing Fees shall be a third party beneficiary to this
Agreement with respect to its right to receive such Excess Servicing Fees.

            Section 13.10 Special Notices to the Rating Agencies

            (a) The Trustee (or the applicable Master Servicer in the case of
clauses (vi) and (vii) below) shall give prompt notice to the Rating Agencies,
the applicable Special Servicer and the Operating Adviser of the occurrence of
any of the following events of which it has notice:

            (i) any amendment to this Agreement pursuant to Section 13.3 hereof;

            (ii) the Interim Certification and the Final Certification required
      pursuant to Section 2.2 hereof;

            (iii) notice of the repurchase of any Mortgage Loan pursuant to
      Section 2.3(a) hereof;

            (iv) any resignation of a Master Servicer, a Special Servicer, the
      Paying Agent, the Operating Adviser or the Trustee pursuant to this
      Agreement;

            (v) the appointment of any successor to a Master Servicer, the
      Trustee, the Fiscal Agent, the Paying Agent, the Operating Adviser or a
      Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

            (vi) waiver of a due-on-sale clause as provided in Section 8.7;

            (vii) waiver of a prohibition on subordinate liens on the Mortgaged
      Properties (other than with respect to a Co-op Mortgage Loan as to which
      the NCB, FSB Subordinate Debt Conditions have been satisfied);

            (viii) the making of a final payment pursuant to Section 10.3
      hereof;

            (ix) a Servicing Transfer Event; and

            (x) an Event of Default.

            (b) All notices to the Rating Agencies shall be in writing and sent
by first class mail, telecopy or overnight courier, as follows:

            If to Fitch, to:

                  Fitch Ratings
                  One State Street Plaza
                  New York, NY  10004
                  Fax: (212) 635-0294
                  Attention: Commercial Mortgage Surveillance

            If to S&P, to:

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, NY  10041
                  Fax: (212) 438-2662
                  Attention: Commercial Mortgage Surveillance Manager

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

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

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

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

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

            (d) The Master Servicers shall deliver to the Rating Agencies and
the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and the General Master Servicer shall deliver to the
Primary Servicers and the General Special Servicer each of the reports required
to be delivered by the General Master Servicer to the Primary Servicers and the
General Special Servicer pursuant to the terms of this Agreement. The Trustee,
the Paying Agent and the Special Servicers shall deliver to the Rating Agencies
and the Depositor any information as reasonably requested by the Rating Agencies
and Depositor, as the case may be.

            (e) Any notice or other document required to be delivered or mailed
by the Depositor, the Master Servicers, the Paying Agent or the Trustee shall be
given by such parties, respectively, on a best efforts basis and only as a
matter of courtesy and accommodation to the Rating Agencies, unless otherwise
specifically required herein, and such parties, respectively, shall have no
liability for failure to deliver any such notice or document to the Rating
Agencies.

            Section 13.11 Counterparts

            This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

            Section 13.12 Intention of Parties

            It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related rights and property to the Trustee, for the
benefit of the Certificateholders, by the Depositor as provided in Section 2.1
be, and be construed as, an absolute sale of the Mortgage Loans and related
property. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Mortgage Loans and related property by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor. However,
in the event that, notwithstanding the intent of the parties, the Mortgage Loans
or any related property is held to be the property of the Depositor, or if for
any other reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans or any related property, then this Agreement shall be
deemed to be a security agreement; and the conveyance provided for in Section
2.1 shall be deemed to be a grant by the Depositor to the Trustee, for the
benefit of the Certificateholders, of a security interest in all of the
Depositor's right, title, and interest, whether now owned or hereafter acquired,
in and to:

            (i) All accounts, general intangibles, chattel paper, instruments,
      documents, money, deposit accounts, certificates of deposit, goods,
      letters of credit, advices of credit and investment property consisting
      of, arising from or relating to any of the property described in clauses
      (1)-(4) below: (1) the Mortgage Loans (including the related Mortgage
      Notes, Mortgages, security agreements, and title, hazard and other
      insurance policies) identified on the Mortgage Loan Schedule, including
      all Qualifying Substitute Mortgage Loans, all distributions with respect
      thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2)
      the Distribution Account, the Interest Reserve Accounts, the Reserve
      Account, all REO Accounts, and the Certificate Accounts, including all
      property therein and all income from the investment of funds therein
      (including any accrued discount realized on liquidation of any investment
      purchased at a discount); (3) the REMIC I Regular Interests 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 credit, investment property, and other
      rights arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other Persons with respect to, all or any part of the collateral
      described in clause (A) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount); and

            (iii) All cash and non-cash proceeds of the collateral described in
      clauses (i) and (ii) above.

            The possession by the Trustee of the Mortgage Notes, the Mortgages
and such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.

            Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.

            The Depositor and, at the Depositor's direction, the applicable
Master Servicers and the Trustee, shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the property
described above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement. The applicable Master Servicers
shall file, at the expense of the Trust as an Additional Trust Expense all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in such property, including without
limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of a Master Servicer or the Depositor
in such property. In connection herewith, the Trustee shall have all of the
rights and remedies of a secured party and creditor under the Uniform Commercial
Code as in force in the relevant jurisdiction.

            Section 13.13 Recordation of Agreement

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere.
Such recordation, if any, shall be effected by the applicable Master Servicer at
the expense of the Trust as an Additional Trust Expense, but only upon direction
of the Depositor accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders of the Trust.

            Section 13.14 Rating Agency Monitoring Fees

            The parties hereto acknowledge that on the Closing Date the Sellers
will pay the ongoing monitoring fees of the Rating Agencies relating to the
rating of the Certificates and that no monitoring fees are payable subsequent to
the Closing Date in respect of the rating of the Certificates. The Master
Servicers shall not be required to pay any such fees or any fees charged for any
Rating Agency Confirmation (except any confirmation required under Section 8.22,
Section 8.23 or in connection with a termination and replacement of a Master
Servicer following an Event of Default of such Master Servicer).

<PAGE>


            IN WITNESS WHEREOF, the Depositor, the General Master Servicer, the
General Special Servicer, the NCB Master Servicer, the Co-op Special Servicer,
the Trustee, the Paying Agent, the Certificate Registrar and the Fiscal Agent
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.


                                       MORGAN STANLEY CAPITAL I INC.,
                                          as Depositor



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION,
                                          as General Master Servicer



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       MIDLAND LOAN SERVICES, INC.,
                                          as General Special Servicer



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       NCB, FSB,
                                          as NCB Master Servicer



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       NATIONAL CONSUMER COOPERATIVE BANK, as
                                          Co-op Special Servicer



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Trustee, Paying Agent and
                                          Certificate Registrar



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       ABN AMRO BANK, N.V.,
                                          as Fiscal Agent



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:



                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       PRINCIPAL GLOBAL INVESTORS, LLC, in its
                                          capacity as Primary Servicer solely
                                          with respect to Sections 5.1(g), 8.3,
                                          8.4, 8.7, 8.10, 8.18, 8.25(d) and 8.26
                                          of this Agreement


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:
<PAGE>



                                       MASSACHUSETTS MUTUAL LIFE INSURANCE
                                          COMPANY, in its capacity as Primary
                                          Servicer solely with respect to
                                          Sections 5.1(g), 8.25(d), 8.3, 8.4,
                                          8.7, 8.10, 8.18 and 8.26 of this
                                          Agreement


                                       By: BABSON CAPITAL MANAGEMENT LLC, its
                                          authorized agent


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:


<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the ___________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the ___________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individuals whose
names are subscribed to the within instrument and acknowledged to me that they
executed the same in their capacities, and that by their signatures on the
instrument, the individuals, or the person upon behalf of which the individuals
acted, executed the instrument, and that such individuals made such appearance
before the undersigned in the _______________________ (insert the city or other
political subdivision and the state or county or other place the acknowledgment
was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the ___________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        : ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the ___________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individuals whose
names are subscribed to the within instrument and acknowledged to me that they
executed the same in their capacities, and that by their signatures on the
instrument, the individuals, or the person upon behalf of which the individuals
acted, executed the instrument, and that such individuals made such appearance
before the undersigned in the _____________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment

<PAGE>


STATE OF                )
                        :  ss.:
COUNTY OF               )


            On the ______ day of February in the year 2005, before me, the
undersigned, personally appeared
_________________________________________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by his/her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument, and that such individual made such appearance
before the undersigned in the ___________________________ (insert the city or
other political subdivision and the state or county or other place the
acknowledgment was taken).



                                       _______________________________________
                                       Signature and Office of individual
                                       taking acknowledgment



<PAGE>

                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  3.99%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1 CERTIFICATES AS OF THE
CLOSING DATE:  $62,100,00

CERTIFICATE BALANCE OF THIS CLASS A-1
CERTIFICATE AS OF THE CLOSING DATE:
$62,100,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-1-1                                 CUSIP NO. 61745M2 A0


                              CLASS A-1 CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the Co-op Special Servicer, the General Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  4.30%         GENERAL MASTER SERVICER:  LASALLE
                                          BANK NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-2 CERTIFICATES AS OF THE
CLOSING DATE:  $112,600,000

CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE:
$112,600,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-2-1                                 CUSIP NO. 61745M2 B8


                              CLASS A-2 CERTIFICATE

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

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

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

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

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

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

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

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

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-3

                         [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

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

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  4.54%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-3 CERTIFICATES AS OF THE
CLOSING DATE: $194,700,000

CERTIFICATE BALANCE OF THIS CLASS A-3
CERTIFICATE AS OF THE CLOSING DATE:
$194,700,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-3-1                                 CUSIP NO. 61745M2 C6


                              CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-3 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-3 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servcer or the Operating Adviser may treat the Person in whose name this
Certificate is registered as of the related Record Date as the owner hereof for
the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Trustee, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer,
the Co-op Special Servicer or the Operating Adviser shall be affected by notice
to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-4

                         [FORM OF CLASS A-4 CERTIFICATE]

THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  4.66%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-4 CERTIFICATES AS OF THE
CLOSING DATE:  $94,400,000

CERTIFICATE BALANCE OF THIS CLASS A-4
CERTIFICATE AS OF THE CLOSING DATE:
$94,400,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-4-1                                 CUSIP No.: 61745M2 D4


                              CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-4 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-4 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-5

                        [FORM OF CLASS A-AB CERTIFICATE]

THIS CLASS A-AB CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-AB CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.51%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-AB CERTIFICATES AS OF THE
CLOSING DATE:  $43,800,000

CERTIFICATE BALANCE OF THIS CLASS A-AB
CERTIFICATE AS OF THE CLOSING DATE:
$43,800,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-AB-1                                CUSIP No.: 61745M2 E2


                             CLASS A-AB CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-AB Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-AB Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, The General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-AB CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-6

                         [FORM OF CLASS A-5 CERTIFICATE]

THIS CLASS A-5 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-5 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.70%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-5 CERTIFICATES AS OF THE
CLOSING DATE:  $446,242,000

CERTIFICATE BALANCE OF THIS CLASS A-5
CERTIFICATE AS OF THE CLOSING DATE:
$446,242,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-5-1                                 CUSIP No.: 61745M2 F9


                              CLASS A-5 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-5 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-5 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-7

                        [FORM OF CLASS A-1A CERTIFICATE]

THIS CLASS A-1A CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1A CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.66%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-1A CERTIFICATES AS OF THE
CLOSING DATE:  $271,561,000

CERTIFICATE BALANCE OF THIS CLASS A-1A
CERTIFICATE AS OF THE CLOSING DATE:
$271,561,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-1A-1                                CUSIP No.: 61745M2 G7


                             CLASS A-1A CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-1A Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1A Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-8

                         [FORM OF CLASS A-J CERTIFICATE]

THIS CLASS A-J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE
NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER,
THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE
INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.77%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS A-J CERTIFICATES AS OF THE
CLOSING DATE:  $130,199,000

CERTIFICATE BALANCE OF THIS CLASS A-J
CERTIFICATE AS OF THE CLOSING DATE:
$130,199,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. A-J-1                                 CUSIP No.: 61745M2 H5


                              CLASS A-J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class A-J Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the General Master Servicer, the NCB Master Servicer, the General
Special Servicer, the Co-op Special Servicer or the Operating Adviser shall be
affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS A-J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint


________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

 The following exchanges of a part of this Global Certificate have been made:







<PAGE>


                                   EXHIBIT A-9

                          [FORM OF CLASS B CERTIFICATE]

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE NCB
MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.86%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS B CERTIFICATES AS OF THE CLOSING
DATE:  $32,550,000

CERTIFICATE BALANCE OF THIS CLASS B
CERTIFICATE AS OF THE CLOSING DATE:
$32,550,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. B-1                                   CUSIP NO. 61745M2 J1


                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class B Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class B Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-10

                          [FORM OF CLASS C CERTIFICATE]

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE NCB
MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE
PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 4.91%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES AS OF THE CLOSING
DATE:  $11,488,000

CERTIFICATE BALANCE OF THIS CLASS C
CERTIFICATE AS OF THE CLOSING DATE:
$11,488,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. C-1                                   CUSIP NO. 61745M2 K8


                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class C Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class C Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-11

                          [FORM OF CLASS D CERTIFICATE]

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE NCB
MASTER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH ON THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE: 5.00%              GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS D CERTIFICATES AS OF THE CLOSING
DATE:  $26,806,000

CERTIFICATE BALANCE OF THIS CLASS D
CERTIFICATE AS OF THE CLOSING DATE:
$26,806,000 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. D-1                                   CUSIP NO. 61745M2 L6


                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class D Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class D Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________

________________________________________________________________________________

             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-12

                          [FORM OF CLASS E CERTIFICATE]

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


--------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS E      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO A FIXED RATE SUBJECT TO A CAP
AT THE WEIGHTED AVERAGE NET MORTGAGE
RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS E CERTIFICATES AS OF THE CLOSING
DATE:  $15,317,000

CERTIFICATE BALANCE OF THIS CLASS E
CERTIFICATE AS OF THE CLOSING DATE:
$[________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. E-1                                   CUSIP NO. [61745M2 M4]2 [U6176P QK 5]1


                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class E Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class E Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-13

                          [FORM OF CLASS F CERTIFICATE]

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


--------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>




                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS F      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO A FIXED RATE SUBJECT TO A CAP
AT THE WEIGHTED AVERAGE NET MORTGAGE
RATE

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS F CERTIFICATES AS OF THE CLOSING
DATE: $15,318,000

CERTIFICATE BALANCE OF THIS CLASS F
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. F-1                                   CUSIP NO. [61745M2 N2]2 [U6176P QL 3]1


                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class F Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class F Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-14

                          [FORM OF CLASS G CERTIFICATE]

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS G      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE A PER ANNUM RATE     BANK, NATIONAL ASSOCIATION
EQUAL TO A FIXED RATE SUBJECT TO A CAP
AT THE WEIGHTED AVERAGE NET MORTGAGE
RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS G CERTIFICATES AS OF THE CLOSING
DATE:  $11,488,000

CERTIFICATE BALANCE OF THIS CLASS G
CERTIFICATE AS OF THE CLOSING DATE:
$[________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. G-1                                   CUSIP NO. [61745M2 P7]2 [U6176P QM 1]1


                               CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class G Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class G Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-Op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>




                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-15

                          [FORM OF CLASS H CERTIFICATE]

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS H      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE WEIGHTED         BANK, NATIONAL ASSOCIATION
AVERAGE NET MORTGAGE RATE LESS 0.08%

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS H CERTIFICATES AS OF THE CLOSING
DATE:  $17,232,000

CERTIFICATE BALANCE OF THIS CLASS H
CERTIFICATE AS OF THE CLOSING DATE:
$[______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. H-1                                   CUSIP NO. [61745M2 Q5]2 [U6176P QN 9]1


                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class H Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class H Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-16

                          [FORM OF CLASS J CERTIFICATE]

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>




                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS J      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $5,744,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. J-1                                   CUSIP NO. [61745M2 U6]2 [U6176P QP 4]1


                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class J Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-Op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-17

                          [FORM OF CLASS K CERTIFICATE]

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS K      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE .

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $7,659,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. K-1                                   CUSIP NO. [61745M2 V4]2 [U6176P QQ 2]1

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class K Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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 L CERTIFICATE]

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE SPECIAL CO-OP
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS L      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS J CERTIFICATES AS OF THE CLOSING
DATE:  $5,744,000

CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. L-1                                   CUSIP NO. [61745M2 W2]2 [U6176P QR 0]1

                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class L Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the Genereal Special Servicer, the Co-op Special Servicer
or the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                             (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-19

                          [FORM OF CLASS M CERTIFICATE]

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>




                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS M      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS M CERTIFICATES AS OF THE CLOSING
DATE:  $5,744,000

CERTIFICATE BALANCE OF THIS CLASS M
CERTIFICATE AS OF THE CLOSING DATE:
$[_______] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. M-1                                   CUSIP NO. [61745M2 X0]2 [U6176P QS 8]1


                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class M Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, NCB Master Servicer, General Special Servicer and the Co-op Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Depositor, the Trustee, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, The General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-20

                          [FORM OF CLASS N CERTIFICATE]

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS N      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS N CERTIFICATES AS OF THE CLOSING
DATE: $3,830,000

CERTIFICATE BALANCE OF THIS CLASS N
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. N-1                                   CUSIP NO. [61745M2 Y8]2 [U6176P QT 6]1


                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class N Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________

_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.



<PAGE>


                   [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                 SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:


<PAGE>


                                  EXHIBIT A-21

                          [FORM OF CLASS O CERTIFICATE]

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS O CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS O      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER: NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS O CERTIFICATES AS OF THE CLOSING
DATE:  $5,744,000

CERTIFICATE BALANCE OF THIS CLASS O
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. O-1                                   CUSIP NO. [61745M2 Z5]2 [U6176P QU 3]1


                               CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class O Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class O Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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 P CERTIFICATE]

THIS CLASS P CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER,
THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS P CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS P CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

THE PASS-THROUGH RATE ON THE CLASS P      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATES WILL BE THE LESSER OF (i)    BANK, NATIONAL ASSOCIATION
4.61% AND (ii) THE WEIGHTED AVERAGE NET
MORTGAGE RATE.

                                          NCB MASTER SERVICER:  NCB, FSB

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

CUT-OFF DATE:  FEBRUARY 1, 2005           PAYING AGENT:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE:  FEBRUARY 24, 2005          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  FISCAL AGENT: ABN AMRO BANK N.V.

AGGREGATE CERTIFICATE BALANCE OF THE
CLASS P CERTIFICATES AS OF THE CLOSING
DATE:  $11,488,421

CERTIFICATE BALANCE OF THIS CLASS P
CERTIFICATE AS OF THE CLOSING DATE:
$[__________] (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)


No. P-1                                   CUSIP NO. [61745M3 A9]2 [U6176P QV 1]1


                               CLASS P CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class P Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class P Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to
the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-23

                         [FORM OF CLASS EI CERTIFICATE]

THIS CLASS EI CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASER, THE TRUSTEE, THE FISCAL
AGENT, THE PAYING AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE
GENERAL MASTER SERVICER, THE NCB MASTER SERVICER, THE GENERAL SPECIAL SERVICER,
THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE
AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY
GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

PERCENTAGE INTEREST OF THIS CLASS EI      GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATE:  100%                        BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF FEBRUARY 1, 2005

CUT-OFF DATE:  FEBRUARY 1, 2005           GENERAL SPECIAL SERVICER:  MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE:  FEBRUARY 24, 2005          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  MARCH 15, 2005

                                          PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

No. EI-[__]                               FISCAL AGENT: ABN AMRO BANK N.V.


                              CLASS EI CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CITIGROUP ALTERNATIVE INVESTMENTS LLC is the
registered owner of the interest evidenced by this Certificate in the Class EI
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the Co-op Special Servicer, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
EI Certificates specified on the face hereof. The Certificates are designated as
the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates,
Series 2005-IQ9 and are issued in the Classes specified in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Class EI Certificate represents a beneficial ownership interest in a
portion of the Trust that is treated as grantor trust for federal income tax
purposes, and represents a beneficial ownership of Excess Interest in respect of
Mortgage Loans having a hyper-amortization feature. Any amount of Excess
Interest on deposit in the Excess Interest Sub-account for the related
Collection Period will be paid to the holders of the Class EI Certificates, to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL, ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS EI CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in common                     (State)

   Additional abbreviations may also be used though not in the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________

_________________________________________
                                            PLEASE INSERT SOCIAL SECURITY OR
                                            OTHER IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________


_________________________________________


________________________________________________________________________________
             Please print or typewrite name and address of assignee

________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint

________________________________________________________________________________
to transfer the said Certificate in the Certificate Register of the
within-named Trust, with full power of substitution in the premises.


Dated:_________________________     _______________________________
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.



_______________________________________
SIGNATURE GUARANTEED The signature must be guaranteed by a commercial bank or
trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not
acceptable.
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
___________________________ account number ______________ or, if mailed by
check, to ______________________________. Statements should be mailed to
____________________. This information is provided by assignee named above, or
_______________________, as its agent.




<PAGE>


                                  EXHIBIT A-24

                         [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-I
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

PERCENTAGE INTEREST OF THIS CLASS R-I     GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATE:  100%                        BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF FEBRUARY 1, 2005

CUT-OFF DATE:  FEBRUARY 1, 2005           GENERAL SPECIAL SERVICER:  MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE:  FEBRUARY 24, 2005          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-I                                   FISCAL AGENT: ABN AMRO BANK N.V.


                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class R-I
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the Co-op Special Servicer, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ9 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including as
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL, ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-25

                        [FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM INCOME FROM THIS CLASS R-II
CERTIFICATE IS ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY
OTHER UNITED STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED TAX STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN
THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-II
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

PERCENTAGE INTEREST OF THIS CLASS R-II    GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATE:  100%                        BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF FEBRUARY 1, 2005

CUT-OFF DATE:  FEBRUARY 1, 2005           GENERAL SPECIAL SERVICER:  MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE:  FEBRUARY 24, 2005          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-II                                  FISCAL AGENT: ABN AMRO BANK N.V.


                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class R-II
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the
General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the Co-op Special Servicer, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ9 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-26

                        [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
PERSON OTHER THAN A UNITED STATES TAX PERSON (AS DEFINED IN THE POOLING AND
SERVICING AGREEMENT).

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE CODE OR
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A "UNITED STATES TAX
PERSON," (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES TAX
PERSON OR (F) A PERSON WITH RESPECT TO WHOM THIS CLASS R-III CERTIFICATE IS
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER UNITED
STATES TAX PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE
TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A
NON-UNITED STATES TAX PERSON, OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.

<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

PERCENTAGE INTEREST OF THIS CLASS R-III   GENERAL MASTER SERVICER:  WELLS FARGO
CERTIFICATE:  100%                        BANK, NATIONAL ASSOCIATION

DATE OF POOLING AND SERVICING             NCB MASTER SERVICER:  NCB, FSB
AGREEMENT:  AS OF FEBRUARY 1, 2005

CUT-OFF DATE:  FEBRUARY 1, 2005           GENERAL SPECIAL SERVICER:  MIDLAND
                                          LOAN SERVICES, INC.

CLOSING DATE:  FEBRUARY 24, 2005          CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

                                          TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

No. R-III                                 FISCAL AGENT: ABN AMRO BANK N.V.


                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT MORGAN STANLEY & CO. INCORPORATED is the
registered owner of the interest evidenced by this Certificate in the Class
R-III Certificates issued by the Trust created pursuant to the Pooling and
Servicing Agreement, dated as specified above (the "Pooling and Servicing
Agreement"), among Morgan Stanley Capital I Inc. (hereinafter called the
"Depositor", which term includes any successor entity under the Pooling and
Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the
Certificate Registrar, the General Master Servicer, the NCB Master Servicer, the
General Special Servicer and the Co-op Special Servicer, a summary of certain of
the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 2005-IQ9 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-27

                         [FORM OF CLASS X-1 CERTIFICATE]

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------

1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  0.06%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS           NCB MASTER SERVICER:  NCB, FSB
CLASS X-1 CERTIFICATE:  $[________], AS
OF THE CLOSING DATE

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

CUT-OFF DATE:  FEBRUARY 1, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CLOSING DATE:  FEBRUARY 24, 2005

FIRST DISTRIBUTION DATE:  MARCH 15, 2005  PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    TRUSTEE:  LASALLE BANK NATIONAL
X-1 CERTIFICATES AS OF THE CLOSING        ASSOCIATION
DATE:  $1,531,754,421

                                          FISCAL AGENT: ABN AMRO BANK N.V.

No. X-1-[1][2][3][4]                      CUSIP NO. [61745M2 R3]2 [U6176P QG 4]1


                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op Special Servicer, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 15th day of each month
or, if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  Februaryy 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>




                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-28

                         [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 TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR, THE GENERAL MASTER SERVICER, THE NCB MASTER SERVICER,
THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY SERVICERS
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY
ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]1


---------------------


1 For Reg S Book-Entry Certificates only

2 For 144A Book-Entry Certificates only
<PAGE>


                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  0.84%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

                                          NCB MASTER SERVICER: NCB, FSB

INITIAL NOTIONAL AMOUNT OF THIS CLASS     GENERAL SPECIAL SERVICER:  MIDLAND
X-2 CERTIFICATE: $[________], AS OF THE   LOAN SERVICES, INC.
CLOSING DATE

                                          CO-OP SPECIAL SERVICER: NATIONAL
                                          CONSUMER COOPERATIVE BANK

DATE OF POOLING AND SERVICING             PAYING AGENT:  LASALLE BANK NATIONAL
AGREEMENT:  AS OF FEBRUARY 1, 2005        ASSOCIATION

CUT-OFF DATE:  FEBRUARY 1, 2005           TRUSTEE:  LASALLE BANK NATIONAL
                                          ASSOCIATION

CLOSING DATE: FEBRUARY 24, 2005           FISCAL AGENT: ABN AMRO BANK N.V.

FIRST DISTRIBUTION DATE: MARCH 15, 2005

AGGREGATE NOTIONAL AMOUNT OF THE CLASS
X-2 CERTIFICATES AS OF THE CLOSING
DATE:  $1,491,944,000


No. X-2-[1][2][3]                         CUSIP NO. [61745M2 S1]2 [U6176P QH 2]1


                              CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                          MORGAN STANLEY CAPITAL I INC.

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of the
interest evidenced by this Certificate in the Class X-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Paying Agent, the Certificate Registrar, the General Master Servicer, the NCB
Master Servicer, the General Special Servicer and the Co-op Special Servicer, a
summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from
time to time be held in the Certificate Account and Distribution Account, the
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and
Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 15th day of each month
or, if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of
the Paying Agent by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. All distributions under the
Pooling and Servicing Agreement to Certificateholders will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-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 to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                               (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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-29

                         [FORM OF CLASS X-Y CERTIFICATE]

THIS CLASS X-Y CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE TRUSTEE, THE FISCAL AGENT, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE GENERAL MASTER SERVICER, THE NCB MASTER
SERVICER, THE GENERAL SPECIAL SERVICER, THE CO-OP SPECIAL SERVICER, THE PRIMARY
SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR
GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-Y CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

THIS CERTIFICATE REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                          MORGAN STANLEY CAPITAL I INC.
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2005-IQ9

INITIAL PASS-THROUGH RATE:  0.14%         GENERAL MASTER SERVICER:  WELLS FARGO
                                          BANK, NATIONAL ASSOCIATION

INITIAL NOTIONAL AMOUNT OF THIS CLASS     NCB MASTER SERVICER:  NCB, FSB
X-Y CERTIFICATE: $168,257,608

DATE OF POOLING AND SERVICING             GENERAL SPECIAL SERVICER:  MIDLAND
AGREEMENT:  AS OF FEBRUARY 1, 2005        LOAN SERVICES, INC.

CUT-OFF DATE:  FEBRUARY 1, 2005           CO-OP SPECIAL SERVICER:  NATIONAL
                                          CONSUMER COOPERATIVE BANK

CLOSING DATE: FEBRUARY 24, 2005

FIRST DISTRIBUTION DATE: MARCH 15, 2005   PAYING AGENT: LASALLE BANK NATIONAL
                                          ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS    TRUSTEE:  LASALLE BANK NATIONAL
X-Y CERTIFICATES AS OF THE CLOSING        ASSOCIATION
DATE:  $168,257,608

CERTIFICATE BALANCE OF THIS CLASS X-Y     FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE AS OF THE CLOSING DATE:
$168,257,608 (SUBJECT TO SCHEDULE OF
EXCHANGES ATTACHED)

No. X-Y-1                                CUSIP No. [61745 M2 T9]2 [U6176P QJ 8]1


                              CLASS X-Y CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                  MORGAN STANLEY DEAN WITTER CAPITAL I INC.

            THIS CERTIFIES THAT NATIONAL CONSUMER COOPERATIVE BANK is the
registered owner of the interest evidenced by this Certificate in the Class X-Y
Certificates issued by the Trust created pursuant to the Pooling and Servicing
Agreement, dated as specified above (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Paying Agent, the Certificate Registrar, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the Co-op
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X-Y Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9
and are issued in the Classes specified in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.

            This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

            Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 15th day of each month
or, if such 15th day is not a Business Day, the next succeeding Business Day (a
"Distribution Date") commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month
of such distribution (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in
an amount due to this Certificate's pro rata share of the amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.

            Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

            The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

            All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Paying Agent with wiring instructions on or prior to the related
Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

            Subject to the terms of the Pooling and Servicing Agreement, the
Class X-Y Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.

            As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made to a
Certificateholder for any such registration of transfer or exchange, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

            The Trustee, the Fiscal Agent, the Paying Agent, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer, the Co-op
Special Servicer or the Operating Adviser may treat the Person in whose name
this Certificate is registered as of the related Record Date as the owner hereof
for the purpose of receiving distributions as provided in the Pooling and
Servicing Agreement and for all other purposes whatsoever, and none of the
Trustee, the Fiscal Agent, the Paying Agent, the General Master Servicer, the
NCB Master Servicer, the General Special Servicer, the Co-op Special Servicer or
the Operating Adviser shall be affected by notice to the contrary.

            The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent, to make
payments to the Class R-I Certificateholders, Class R-II Certificateholders and
the REMIC III Certificateholders, as set forth in Section 10.2 of the Pooling
and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (and final distribution to the Certificateholders) and
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in
accordance with Section 10.1(b) of the Pooling and Servicing Agreement, (iii)
the termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement or (iv) the transfer of the property held in the Trust in
accordance with Section 10.1(d) of the Pooling and Servicing Agreement; provided
that in no event shall the Trust continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust and cause the termination of the
Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of
all administrative expenses associated with the Trust, any remaining assets of
the Trust shall be distributed to the holders of the Residual Certificates.

            The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.

            THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
<PAGE>


            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       LASALLE BANK NATIONAL ASSOCIATION, as
                                          Certificate Registrar



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY

Dated:  February 24, 2005

                          CERTIFICATE OF AUTHENTICATION

            THIS IS ONE OF THE CLASS X-Y CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                                    LASALLE BANK NATIONAL ASSOCIATION,
                                          AUTHENTICATING AGENT



                                       By:____________________________________
                                                  AUTHORIZED SIGNATORY



<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   - as tenant in common          UNIF GIFT MIN ACT.............Custodian
                                                              (Cust)
TEN ENT   - as tenants by the entireties
                                              Under Uniform Gifts to Minors
JT TEN    - as joint tenants with
            rights of survivorship and            Act..................
            not as tenants in 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 B-1

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                          February 24, 2005

Morgan Stanley Capital I Inc.             NCB, FSB
1585 Broadway                             1725 Eye Street, N.W.
New York, NY 10036                        Washington, D.C. 20006

Morgan Stanley Mortgage Capital Inc.      Massachusetts Mutual Life Insurance
1585 Broadway                             Company
New York, NY 10036                        1500 Main Street, Suite 2100,
                                          Springfield, Massachusetts 01115,
IXIS Real Estate Capital Inc.
9 West 57th Street, 36th Floor            Wells Fargo Bank, National Association
New York, New York 10019                  45 Fremont Street, 2nd Floor
                                          San Francisco, California 94105
Union Central Mortgage Funding, Inc.
312 Elm Street, Suite 2525                National Consumer Cooperative Bank
Cincinnati, Ohio 45202                    1725 Eye Street, N.W.
                                          Washington, D.C. 20006
Teachers Insurance and Annuity
Association of America                    Midland Loan Services, Inc.
730 Third Avenue                          10851 Mastin, Suite 700
New York, New York 10018                  Overland Park, Kansas 66210

Principal Commercial Funding, LLC         Citigroup Alternative Investments LLC
801 Grand Avenue                          850 Third Avenue, 12th Floor
Des Moines, Iowa 50392                    New York, NY 10022

Washington Mutual Bank, FA
6011 Connection Drive
Seattle, WA 98101

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ9
            --------------------------------------------------------------------

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any such
documents contained in each Mortgage File are appropriate for their represented
purposes, or are other than what they purport to be on their face.

            The Trustee acknowledges receipt of notice that the Depositor has
assigned to the Trustee for the benefit of the Certificateholders all of the
Depositor's right, title and interest in and to the Mortgage Loans, the REMIC I
Regular Interests, the REMIC II Regular Interests, and the assets of Class EI
Grantor Trust and that, in the event such assignment is not upheld as an
absolute sale, that the Depositor has granted to the Trustee for the benefit of
Certificateholders a security interest in such items.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement including but not limited to Section 2.2.


                                       LASALLE BANK NATIONAL
                                          ASSOCIATION, as Trustee



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                             SCHEDULE OF EXCEPTIONS



<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                          February 24, 2005

Morgan Stanley Capital I Inc.             NCB, FSB
1585 Broadway                             1725 Eye Street, N.W.
New York, NY 10036                        Washington, D.C. 20006

Morgan Stanley Mortgage Capital Inc.      Massachusetts Mutual Life Insurance
1585 Broadway                             Company
New York, NY 10036                        1500 Main Street, Suite 2100,
                                          Springfield, Massachusetts 01115,
IXIS Real Estate Capital Inc.
9 West 57th Street, 36th Floor            Wells Fargo Bank, National Association
New York, New York 10019                  45 Fremont Street, 2nd Floor
                                          San Francisco, California 94105
Union Central Mortgage Funding, Inc.
312 Elm Street, Suite 2525                National Consumer Cooperative Bank
Cincinnati, Ohio 45202                    1725 Eye Street, N.W.
                                          Washington, D.C. 20006
Teachers Insurance and Annuity
Association of America                    Midland Loan Services, Inc.
730 Third Avenue                          10851 Mastin, Suite 700
New York, New York 10018                  Overland Park, Kansas 66210

Principal Commercial Funding, LLC         Citigroup Alternative Investments LLC
801 Grand Avenue                          850 Third Avenue, 12th Floor
Des Moines, Iowa 50392                    New York, NY 10022

Washington Mutual Bank, FA
6011 Connection Drive
Seattle, WA 98101

      Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
            relating to Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ9
            --------------------------------------------------------------------

Ladies and Gentlemen:

            In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (vi), (viii) and (xii) of the definition of "Mortgage File" required to be
in the Mortgage File, and any documents required to be included in the Mortgage
File pursuant to all other clauses of the definition of "Mortgage File" (to the
extent required to be delivered pursuant to the Pooling and Servicing Agreement
and any applicable Primary Servicing Agreement), to the extent actually known by
a Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement (assuming that, with respect to the documents referred to in
clause (xii) of the definition of Mortgage File, an original letter of credit in
the possession of the Trustee is not so required, unless a Responsible Officer
of the Trustee has actual knowledge to the contrary), are in its possession, (b)
such documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, (c) based on its examination and only as to the
Mortgage Note and the Mortgage or the appraisal of the related Mortgaged
Property, the street address of the Mortgaged Property set forth in the Mortgage
Loan Schedule accurately reflects the information contained in the documents in
the Mortgage File, and (d) each Mortgage Note has been endorsed as required by
the terms of the Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File
identified in the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any of
the documents contained in each Mortgage File are appropriate for their
represented purposes, or are other than what they purport to be on their face or
are in recordable form.

            The Trustee acknowledges receipt of notice that the Depositor has
assigned to the Trustee for the benefit of the Certificateholders all of the
Depositor's right, title and interest in and to the Mortgage Loans, the REMIC I
Regular Interests, the REMIC II Regular Interests, and the assets of Class EI
Grantor Trust and that, in the event such assignment is not upheld as an
absolute sale, that the Depositor has granted to the Trustee for the benefit of
Certificateholders a security interest in such items.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                       LASALLE BANK NATIONAL
                                          ASSOCIATION, as Trustee



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
<PAGE>

                             SCHEDULE OF EXCEPTIONS


<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603

            Re:   Morgan Stanley Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2005-IQ9
                  ------------------------------------------

            In connection with the administration of the Mortgage File held by
or on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of February 1, 2005 (the "Pooling and Servicing Agreement"), among
Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer (the "General Master Servicer"), NCB,
FSB, as NCB master servicer (the "NCB Master Servicer" and, together with the
General Master Servicer, as applicable, the "Master Servicer"), Midland Loan
Services, Inc., as general special servicer (the "General Special Servicer"),
National Consumer Cooperative Bank, as co-op special servicer (the "Co-op
Special Servicer" and, together with the General Special Servicer, as
applicable, the "Special Servicer"), ABN AMRO, as fiscal agent and you as
trustee, paying agent and certificate registrar (in such capacity, the
"Trustee"), the undersigned as a [Master][Special] Servicer hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by or
on behalf of you as Trustee with respect to the following described Mortgage
Loan for the reason indicated below.

Property Name:
Address:
Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______   1.       Mortgage Loan paid in full.

            (Such [Master] [Special] Servicer hereby certifies that all amounts
received in connection with ______________ the Mortgage Loan have been or will
be, following such [Master] [Special] Servicer's release ______________ of the
Trustee Mortgage File, credited to the Certificate Account or the Distribution
Account ______________ pursuant to the Pooling and Servicing Agreement.)

______   2.       Mortgage Loan repurchased.

                  (Such [Master] [Special] Servicer hereby certifies that the
                  Purchase Price has been credited to the Distribution Account
                  pursuant to the Pooling and Servicing Agreement.)

______   3.       Mortgage Loan Defeased.

______   4.       Mortgage Loan substituted.

                  (Such [Master] [Special] Servicer hereby certifies that a
                  Qualifying Substitute Mortgage Loan has been assigned and
                  delivered to you along with the related Trustee Mortgage File
                  pursuant to the Pooling and Servicing Agreement.)

______   5.       The Mortgage Loan is being foreclosed.

______   6.       Other.  (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       [Name of applicable [Master] [Special]
                                          Servicer]



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS TO DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
            Series 2005-IQ9


Re:         Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ9, 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 February 24, 2005 (the "Closing Date") of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates"). The
Transferred Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2005 (the "Pooling and Servicing Agreement"),
among Morgan Stanley Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as general master servicer, NCB, FSB, as NCB master
servicer, Midland Loan Services, Inc., as general special servicer, National
Consumer Cooperative Bank, as co-op special servicer, ABN AMRO Bank N.V., as
fiscal agent and you as trustee, paying agent and certificate registrar. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation by means of
      general advertising or in any other manner, or (e) taken any other action,
      which (in the case of any of the acts described in clauses (a) through (e)
      hereof) would constitute a distribution of any Transferred Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Transferred Certificate a violation of
      Section 5 of the Securities Act or any state securities laws, or would
      require registration or qualification of any Transferred Certificate
      pursuant to the Securities Act or any state securities laws.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferor)



                                       By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------

<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
            Series 2005-IQ9

Re:         Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ9 (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 February 24, 2005 (the "Closing Date") of [$__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1,
2005 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
Inc., as depositor (the "Depositor"), Wells Fargo Bank, National Association, as
general master servicer, NCB, FSB, as NCB master servicer, Midland Loan
Services, Inc., as general special servicer, National Consumer Cooperative Bank,
as co-op special servicer, ABN AMRO Bank N.V., as fiscal agent and you as
trustee, paying agent and certificate registrar.. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "Securities Act"), and
      has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
      of the Transferred Certificates is being made in reliance on Rule 144A.
      The Transferee is acquiring the Transferred Certificates for its own
      account or for the account of a Qualified Institutional Buyer, and
      understands that such Transferred Certificates may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a Qualified
      Institutional Buyer that purchases for its own account or for the account
      of a Qualified Institutional Buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement, (e) any credit enhancement
      mechanism associated with the Transferred Certificates and (f) all related
      matters that it has requested.


                                          Very truly yours,



                                          ------------------------------------
                                          (Transferee)



                                          By:
                                             ---------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------

<PAGE>

                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and LaSalle Bank National Association, as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                  ----------------------------------

                  ----------------------------------

                  ----------------------------------

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___  ___ Will the Transferee be purchasing the Transferred 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 LaSalle Bank National Association, as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificates") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificates (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A") because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___  ___ Will the Transferee be purchasing the Transferred Certificates
      Yes  No  only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       ----------------------------------------
                                       Print Name of Transferee or Adviser


                                       By:
                                          -------------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                                       IF AN ADVISER:


                                       ----------------------------------------
                                       Print Name of Transferee

                                       Date:
                                            -----------------------------------


                                     D-2A-7
<PAGE>

                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
            Series 2005-IQ9


Re:         Morgan Stanley Capital I Inc., Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ9 (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 February 24, 2005 (the "Closing Date") of $__________][evidencing
a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1,
2005 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
Inc., as depositor (the "Depositor"), Wells Fargo Bank, National Association, as
general master servicer, NCB, FSB, as NCB master servicer, Midland Loan
Services, Inc., as general special servicer, National Consumer Cooperative Bank,
as co-op special servicer, ABN AMRO Bank N.V., as fiscal agent and you, as
trustee, paying agent and certificate registrar.. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificates for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificates belong has not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Class of Certificates to which the Transferred Certificates belong, and
      (c) no Transferred Certificate may be resold or transferred unless it is
      (i) registered pursuant to the Securities Act and registered or qualified
      pursuant any applicable state securities laws or (ii) sold or transferred
      in transactions which are exempt from such registration and qualification
      and the Certificate Registrar has received either: (A) a certificate from
      the Certificateholder desiring to effect such transfer substantially in
      the form attached as Exhibit D-1 to the Pooling and Servicing Agreement
      and a certificate from such Certificateholder's prospective transferee
      substantially in the form attached either as Exhibit D-2A or as Exhibit
      D-2B to the Pooling and Servicing Agreement; or (B) an opinion of counsel
      satisfactory to the Certificate Registrar with respect to the availability
      of such exemption from registration under the Securities Act, together
      with copies of the written certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any Transferred Certificate except in compliance with the
      provisions of Section 3.3 of the Pooling and Servicing Agreement, which
      provisions it has carefully reviewed.

            4. Transferee understands that each Transferred Certificate will
      bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a pledge, disposition or other transfer of any
      Transferred Certificate, any interest in any Transferred Certificate or
      any other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in any Certificate or any other similar security with any person
      in any manner, (d) made any general solicitation by means of general
      advertising or in any other manner, or (e) taken any other action with
      respect to any Transferred Certificate, any interest in any Transferred
      Certificate or any other similar security, which (in the case of any of
      the acts described in clauses (a) through (e) above) would constitute a
      distribution of the Transferred Certificates under the Securities Act,
      would render the disposition of the Transferred Certificates a violation
      of Section 5 of the Securities Act or any state securities law or would
      require registration or qualification of the Transferred Certificates
      pursuant thereto. The Transferee will not act, nor has it authorized or
      will it authorize any Person to act, in any manner set forth in the
      foregoing sentence with respect to any Transferred Certificate, any
      interest in any Transferred Certificate or any other similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an "accredited investor" as defined in any of
      paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act
      or an entity in which all of the equity owners come within such
      paragraphs. The Transferee has such knowledge and experience in financial
      and business matters as to be capable of evaluating the merits and risks
      of an investment in the Transferred Certificate; the Transferee has sought
      such accounting, legal and tax advice as it has considered necessary to
      make an informed investment decision; and the Transferee is able to bear
      the economic risks of such investment and can afford a complete loss of
      such investment.


                                            Very truly yours,


                                            -----------------------------------
                                            (Transferee)



                                            By:
                                               --------------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------

<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

Re:         Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ9, 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 February 24, 2005 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing
Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as general master
servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc., as
general special servicer, National Consumer Cooperative Bank, as co-op special
servicer, LaSalle Bank National Association, as trustee, paying agent and
certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) none of the
      Depositor, the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) no interest in the
      Certificates may be sold or transferred unless it is (i) registered
      pursuant to the Securities Act and registered or qualified pursuant to any
      applicable state securities laws or (ii) sold or transferred in
      transactions which are exempt from such registration and qualification and
      the Certificate Owner desiring to effect such transfer has received either
      (A) a certification from such Certificate Owner's prospective transferee
      (substantially in the form attached to the Pooling and Servicing
      Agreement) setting forth the facts surrounding the transfer or (B) an
      opinion of counsel with respect to the availability of such exemption,
      together with copies of the certification(s) from the transferor and/or
      transferee setting forth the facts surrounding the transfer upon which
      such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate, any interest in any Certificate
      or any similar security.

            6. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

            7. The Transferee is an institutional "accredited investor" as
      defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and
      has such knowledge and experience in financial and business matters as to
      be capable of evaluating the merits and risks of an investment in the
      Certificates; the Transferee has sought such accounting, legal and tax
      advice as it has considered necessary to make an informed investment
      decision; and the Transferee is able to bear the economic risks of such an
      investment and can afford a complete loss of such investment.


                                            Very truly yours,


                                            -----------------------------------
                                            (Transferee)



                                            By:
                                               --------------------------------
                                               Name:
                                                    ---------------------------
                                               Title:
                                                     --------------------------

<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

Re:         Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ9, 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 February 24, 2005 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2005 (the "Pooling and Servicing
Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as general master
servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc., as
general special servicer, National Consumer Cooperative Bank, as co-op special
servicer, LaSalle Bank National Association, as trustee, paying agent and
certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act"), and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate or any interest therein may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for
      the account of a qualified institutional buyer to whom notice is given
      that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Securities Act.

            2. The Transferee understands that (a) the Class of Certificates to
      which the Transferred Certificate belongs have not been and will not be
      registered under the Securities Act or registered or qualified under any
      applicable state securities laws, (b) none of the Depositor, the Trustee
      or the Certificate Registrar is obligated so to register or qualify the
      Certificates and (c) no interest in the Certificates may be sold or
      transferred unless it is (i) registered pursuant to the Securities Act and
      registered or qualified pursuant to any applicable state securities laws
      or (ii) sold or transferred in transactions which are exempt from such
      registration and qualification and the Certificate Owner desiring to
      effect such transfer has received either (A) a certification from such
      Certificate Owner's prospective transferee (substantially in the form
      attached to the Pooling and Servicing Agreement) setting forth the facts
      surrounding the transfer or (B) an opinion of counsel with respect to the
      availability of such exemption, together with copies of the
      certification(s) from the transferor and/or transferee setting forth the
      facts surrounding the transfer upon which such opinion is based.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 3.3 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed.

            4. Transferee understands that the Transferred Certificate will bear
      legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
            QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
            TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
            THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
            ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
            AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
            ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
            PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
            TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
            EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
            COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.


                                            Very truly yours,


                                            -----------------------------------
                                            (Transferee)



                                            By:
                                               --------------------------------
                                               Name:
                                               --------------------------------
                                               Title:
                                                     --------------------------
<PAGE>

                             ANNEX 1 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and LaSalle Bank National Association, as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate
being transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A"), because (i) the Transferee owned and/or invested on a
      discretionary basis $____________________ in securities (other than the
      excluded securities referred to below) as of the end of the Transferee's
      most recent fiscal year (such amount being calculated in accordance with
      Rule 144A) and (ii) the Transferee satisfies the criteria in the category
      marked below.

            ___   Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

            ___   Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. bank, and not more than 18 months preceding such date of
                  sale for a foreign bank or equivalent institution.

            ___   Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

            ___   Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

            ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

            ___   State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ___   ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement income
                  Security Act of 1974, as amended.

            ___   Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

            ___   Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)

                  ----------------------------------

                  ----------------------------------

                  ----------------------------------

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the Transferor and other parties related to the
      Transferred Certificate are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee may be
      in reliance on Rule 144A.

      ___  ___ Will the Transferee be purchasing the Transferred 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:
                                                     --------------------------

<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Certificate
Registrar and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, as amended, and (ii) as marked
      below, the Transferee alone owned and/or invested on a discretionary
      basis, or the Transferee's Family of Investment Companies owned, at least
      $100,000,000 in securities (other than the excluded securities referred to
      below) as of the end of the Transferee's most recent fiscal year. For
      purposes of determining the amount of securities owned by the Transferee
      or the Transferee's Family of Investment Companies, the cost of such
      securities was used, unless the Transferee or any member of the
      Transferee's Family of Investment Companies, as the case may be, reports
      its securities holdings in its financial statements on the basis of their
      market value, and no current information with respect to the cost of those
      securities has been published, in which case the securities of such entity
      were valued at market.

            ____  The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

            ____  The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

      ___  ___ Will the Transferee be purchasing the Transferred Certificate
      Yes  No  only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.



                                       ----------------------------------------
                                       Print Name of Transferee or Adviser


                                       By:
                                          -------------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------



                                       IF AN ADVISER:


                                       ----------------------------------------
                                       Print Name of Transferee

                                       Date:
                                            -----------------------------------

<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES



STATE OF                )
                        ss:
COUNTY OF               )


            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9, Class [R-I]
[R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Certificates")), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement as amended and restated pursuant to which the Residual Certificates
were issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization," a possession of the United States or a
person with respect to whom income from the Residual Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
Person. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

            3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor or, if such transfer is through an agent (which
Person includes a broker, nominee or middleman) for a non-Permitted Transferee,
on the agent; (iii) that the Person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such
Person an affidavit that the transferee is a Permitted Transferee and, at the
time of transfer, such Person does not have actual knowledge that the affidavit
is false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

            7. The Transferee's taxpayer identification number is ----_________.

            8. The Transferee has reviewed the provisions of Section 3.3(e) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Certificates (in particular, clause (F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

            11. The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit E-2 to the Pooling
and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and
has satisfied the requirements of such provision.

            12. The Transferee is a United States Tax Person. For this purpose,
a United States Tax Person is a citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) created or organized in or under the laws of the United States or
any state thereof or the District of Columbia including any entity treated as
such a corporation or partnership for federal income tax purposes, (iii) an
estate the income of which is includible in gross income for United States tax
purposes, regardless of its source or (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration of such
trust, and one or more United States Tax Persons has the authority to control
all substantial decisions of such trust (or to the extent provided in applicable
Treasury Regulations, a trust in existence on August 20, 1996, which is eligible
to be treated as a United States Tax Person).

            13. The Transferee will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other United States Tax Person.

            14. Check the applicable paragraph:

            |_| The present value of the anticipated tax liabilities associated
with holding the Residual Certificate, as applicable, does not exceed the sum
of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Residual Certificate;

            (ii)  the present value of the expected future distributions on such
                  Residual Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Residual Certificate as the related REMIC
                  generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            |_| That the transfer of the Residual Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Residual Certificate will only be taxed
                  in the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Residual Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Residual Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            |_| None of the above.

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this day
of ____________, ____.


                                       [NAME OF TRANSFEREE]



                                       By:
                                          -------------------------------------
                                          [Name of Officer]
                                          [Title of Officer]

<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                          _______________, 20__

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
            Series 2005-IQ9

Re:         Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ9, Class (the "Certificates")
            ---------------------------------------------------------------

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), among Morgan Stanley Capital I Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as general master
servicer, NCB, FSB, as NCB master servicer, Midland Loan Services, Inc., as
general special servicer, National Consumer Cooperative Bank, as co-op special
servicer, ABN AMRO Bank N.V., as fiscal agent and you, as trustee, paying agent
and certificate registrar. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

            4.____The Transferor does not know and has no reason to know that
(i) any of the statements made by the Transferee under the Transfer Affidavit
are false or (ii) the Transferee will not honor the restrictions on subsequent
transfers by the Transferee under the Transfer Affidavit and Agreement,
delivered in connection with this transfer.


                                       Very truly yours,



                                       ----------------------------------------
                                       (Transferor)



                                       By:
                                          -------------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------

<PAGE>

                                    EXHIBIT F

    FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF REGULATION S CERTIFICATES

                          Morgan Stanley Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                   Series 2005-IQ9, Class (the "Certificates")

TO: Morgan Guaranty Trust Company
    of New York, Brussels Office
    Euroclear Operation Center
    or
    Clearstream Banking, societe anonyme

            This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for
our account are beneficially owned by (a) non-U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Certificates held by you or on your behalf for our account in accordance with
your operating procedures if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

            This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated: __________, 20[__]



                                By:
                                   ---------------------------------------------
                                   As, or as agent for, the beneficial owner(s)
                                   of the Certificates to which this certificate
                                   relates.

<PAGE>

                                    EXHIBIT G

                                    Reserved

<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION

                                          __________ __, 200_

TO:   The Depository Trust Company

      CLEARSTREAM BANK, S. A. or
      Morgan Guaranty Trust Company
      of New York, Brussels Office
      Euroclear Operation Center

      Wells Fargo Bank, National Association, as General Master Servicer

      NCB, FSB, as NCB Master Servicer

      Midland Loan Services, Inc., as General Special Servicer

      National Consumer Cooperative Bank, as Co-op Special Servicer

      LaSalle Bank National Association, as Trustee, Paying Agent and
      Certificate Registrar

      ABN AMRO Bank N.V., as Fiscal Agent

            This is to notify you as to the transfer of the beneficial interest
in $_______________ of Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9, Class __(the "Certificates").

            The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and
requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit
account #__________, with respect to $__________ principal denomination of the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and (ii) [DTC] [Euroclear] [CLEARSTREAM] credit the beneficial interest of the
below-named purchaser, account #__________, in the Class __ [Rule 144A-IAI
Global Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

            Name:
            Address:
            Taxpayer ID No.:

            The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
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 Capital I Inc.
                 Commercial Mortgage Pass-Through Certificates,
                  Series 2005-IQ9, Class __(the "Certificates")

TO: LaSalle Bank National Association, as Certificate Registrar
    Attn:   Global Securitization Trust Services Group--
            Morgan Stanley Capital I Inc., as depositor, Commercial Mortgage
            Pass-Through Certificates, Series 2005-IQ9

            This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of February 1, 2005 (the "Pooling and Servicing
Agreement") among you, Morgan Stanley Capital I Inc., Wells Fargo Bank, National
Association, NCB, FSB, Midland Loan Services, Inc., National Consumer
Cooperative Bank, LaSalle Bank National Association, and ABN AMRO Bank N.V.,
U.S. $__________ principal amount of the above-captioned Certificates held by us
or on our behalf are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions that did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act.

            We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest
in the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

            [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing Agreement) with respect to
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:



                                       [MORGAN GUARANTY TRUST COMPANY OF NEW
                                       YORK, Brussels office, as operator of the
                                       Euroclear System]


                                       or


                                       [CLEARSTREAM BANK, S.A.]



                                       By:
                                          --------------------------------------

<PAGE>

                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID
IXIS        Central Mall-Texarkana TX
IXIS        Central Mall-Lawton, OK
IXIS        Central Mall-Pt Arthur, TX
IXIS        Parkside Shops
IXIS        Brentwood Town Center
IXIS        Crown Plaza
IXIS        Montgomery Field
IXIS        Okeechobee Industrial Park
IXIS        Stone Mist Apartments
IXIS        Columbia Lakeside
IXIS        Bermuda Run
IXIS        Park Hill Medical Plaza
IXIS        Skyway Commerce Center
IXIS        Timber Ridge
IXIS        Wood Trail Apartments
IXIS        Exchange Medical Office
IXIS        Waldorf Hampton Inn
IXIS        Thunderbird Crossing
IXIS        Walgreens-Grapevine
IXIS        3965 Durango
IXIS        Cedar Ridge
IXIS        VSV Plaza
IXIS        Autumn Park
MassMutual  Westchester Apartments
MassMutual  Windermere Apartments
MassMutual  Windermere II Apartments
MassMutual  The Club At Woodchase
MassMutual  Westcreek Townhomes
MassMutual  Summer City Townhomes
MassMutual  Crescent Pointe Ltp
MassMutual  Stonelick Woods Apartments
MassMutual  Martin's Landing Apts Phase I
MassMutual  Martin's Landing Apts Phase II
MassMutual  El Patrimonio Apartments
MassMutual  Kimberly Park Apartments
MassMutual  Plum Creek Apartments
MassMutual  College Glen Apartments
MassMutual  Deerfield Apartments
MassMutual  Silver Pines Senior Apartments
MassMutual  Aspenwood Glen Apartments
MassMutual  River Park Village Apartments
MassMutual  Willow Creek Apartments
MassMutual  Sable Chase Apartments
MassMutual  Parkview Apartments
MassMutual  Autumn Ridge Apartments
MassMutual  Forest Ridge Apartments
MassMutual  Wellesley Woods Apartments
MassMutual  Culpepper Landing
MassMutual  Hillview Apartments
MassMutual  Logan Pointe Apartments
MassMutual  Mallard Cove II Apartments
MassMutual  Foxridge Apartments
MassMutual  Las Villas Apartments
MassMutual  Glenview Apartments
MassMutual  Pine Valley Apartments
MassMutual  Willow Point I Apartments
MassMutual  Willow Point II Apartments
MassMutual  Las Lomas Apartments
MassMutual  Highland Village Apartments
MassMutual  Tree Trail Apartments
MassMutual  Westgate Apartments
MassMutual  Central Court Village
MassMutual  Parker Place Apartments
MassMutual  Crestview Apartments
MassMutual  Park Grand
MassMutual  North Pointe Apartments
MassMutual  Briar Ridge
MassMutual  Westland Cove
MassMutual  Culpepper Landing II
MassMutual  Park At Clear Creek
MassMutual  Prospect Hills Apartments
MassMutual  Oak Crossing Apartments
MSMC        125 Park Avenue
MSMC        Hulen Mall
MSMC        225 West Broadway
MSMC        Spring Hill Suites Orlando
MSMC        Courtyard Marriott Greenville
MSMC        Fairfield Inn Orlando
NCB,FSB     201 E. 77 Owners Corp.
NCB,FSB     Noble Square Cooperative
NCB,FSB     Eastwyck Village Towne Houses, Inc.
NCB,FSB     Burns Street Owners Corp.
NCB,FSB     333 East 75th St. Owners Corp.
NCB,FSB     Caton Towers Owners Corp.
NCB,FSB     East First Avenue, LLC
NCB,FSB     245 East 72nd Owners Corp.
NCB,FSB     Stonegate X Apartment Owners Corp.
NCB,FSB     Newport Apartments, Inc.
NCB,FSB     Kensington Gate Owners Incorporated
NCB,FSB     Madison 79 Associates, Inc.
NCB,FSB     1523 Central Park Avenue Owners, Inc.
NCB,FSB     London Towne Houses, Inc.
NCB,FSB     Park Town Cooperative Homes No.1, Inc.
NCB,FSB     Ramapo Towers Owners Corp.
NCB,FSB     Silver Hill Station
NCB,FSB     Gothic Tenants' Corp.
NCB,FSB     Columbus W. 82 Apartments Corp.
NCB,FSB     Shoppes at Boaz
NCB,FSB     Corporate Center Three Office
NCB,FSB     114 Owner's Inc.
NCB,FSB     Bonnie Crest Owners Corp.
NCB,FSB     Brisbane House, Inc.
NCB,FSB     Keyfoods
NCB,FSB     666 Apartment Corp.
NCB,FSB     46 West 95th Street Owners Corp.
NCB,FSB     230 Park South Apartments, Inc.
NCB,FSB     Palmbrook Gardens Tenants Corp.
NCB,FSB     Glen Manor Apartments Corp.
NCB,FSB     67-35 Yellowstone Blvd. Owners Corp.
NCB,FSB     Inwood Gardens, Inc.
NCB,FSB     Netherland Gardens Owners, Inc.
NCB,FSB     Hyde Park Cooperative
NCB,FSB     75th Street Apartment, Inc.
NCB,FSB     The Mews at Roosevelt Owners Corp.
NCB,FSB     270 West End Tenants Corp.
NCB,FSB     3065 Sedgwick Owners Corporation
NCB,FSB     North Park Cooperative
NCB,FSB     61 Irving Place Corporation
NCB,FSB     160 East 27th Owners Corporation
NCB,FSB     Tova Realty Corp.
NCB,FSB     1199 Ocean Avenue Tenants Corp.
NCB,FSB     110-34 73rd Owners Corp.
NCB,FSB     Michelle Tenants Corp.
NCB,FSB     Cavanaugh Court Owners, Inc.
NCB,FSB     2620 Ocean Owners Corp.
NCB,FSB     3123 Bailey Avenue Owners, Inc.
NCB,FSB     7 Great Jones Corp.
NCB,FSB     40 E. 19th St. Corp.
NCB,FSB     Steven Lee House, Inc.
NCB,FSB     133 Beach Apt. Corp.
NCB,FSB     St. Charles Housing Corp.
NCB,FSB     440 Warburton Avenue Corporation
NCB,FSB     Trinity Arms Ltd.
NCB,FSB     444-446 East 58th Owners Corp.
NCB,FSB     323 West 83rd Owners Corp.
NCB,FSB     Howell Heritage Plaza Condominiums
NCB,FSB     Florence Court Corporation
NCB,FSB     Garden Lofts Corp.
NCB,FSB     120-10-12 85th Ave. Owners Corp.
NCB,FSB     525 West Owners Corp.
NCB,FSB     Charles St. Tenants Corp.
NCB,FSB     214 Clinton St./147 Pacific St. Owners Corp.
NCB,FSB     214 West 17 Apartment Corp.
NCB,FSB     White Oak Cooperative Housing Corp.
NCB,FSB     222 Smith Street Owners, Inc.
NCB,FSB     84-02 Beverly Apartments Corp.
NCB,FSB     29 West 74 Corp.
NCB,FSB     139 E. 66 St. Corporation
NCB,FSB     169 Spring Owners Corp.
NCB,FSB     54 W. 82nd Street Realty Corp.
NCB,FSB     656 Carroll Tenants Corp.
PCF         540 Madison Avenue
PCF         400 Madison Avenue
PCF         Elliot Corporate Center
PCF         Coram Plaza
PCF         University Plaza Office Building
PCF         Commerce Crossings Office Building
PCF         7225 West Marcia Road
PCF         901 Kaiser Road
PCF         Loch Raven Shopping Center
PCF         Mariemont Promenade
PCF         Liberty Square Medical Center
PCF         The Heidt Building
TIAA        Festival at Hyannis
TIAA        Phoenix Apartments
TIAA        Holiday Centre
TIAA        Burbank Medical Plaza Office Building
TIAA        The Cloisters Apartments I
TIAA        Monarch Business Center
UCMFI       Steptoe Industrial
UCMFI       Plaza Seville
UCMFI       Armour-Northeast Industrial I
UCMFI       Armour-Northeast Industrial II
UCMFI       East Valley Commerce Plaza
UCMFI       6th Street Industrial
UCMFI       Beach Haven Shopping Center
UCMFI       Atlantic Self-Storage
UCMFI       Sellwood Building
UCMFI       Ridge Crossing Shopping Center
UCMFI       401 N. Wickham Road
UCMFI       1515 Elizabeth Street
UCMFI       801 E. Hibiscus Boulevard
UCMFI       The Arts Office Building
UCMFI       Pittsburgh National City Bank
UCMFI       Woodside Business Park
UCMFI       Lockport Place Industrial
UCMFI       T-Bird Self Storage
UCMFI       West Thunderbird Plaza
UCMFI       Randolph Forest Office
UCMFI       Bethany Walgreens
UCMFI       Factory Builder Warehouse
UCMFI       Lakeville Professional Plaza
UCMFI       Glendale Row Retail
UCMFI       Plantation CVS
UCMFI       660 E. Jericho Turnpike
UCMFI       GLI Properties
UCMFI       Blue Ribbon Storage
UCMFI       Crawfordville Eckerd
UCMFI       Robinwood Corporate Center
UCMFI       Twin Trees Plaza
UCMFI       Hyde Park Plaza Apartments
UCMFI       Carpinteria Industrial
UCMFI       Clifford Plaza I
UCMFI       Mooresville Retail Center
UCMFI       Phoenix Plaza
UCMFI       Branchville Industrial Park
UCMFI       Hastings Tractor Supply
UCMFI       Grand Avenue Plaza
UCMFI       Pinellas Park Warehouse
UCMFI       East Valley Commerce Park
UCMFI       Family Dollar Retail Building I
UCMFI       Family Dollar Retail Building II
UCMFI       Covington Tractor Supply
UCMFI       Magic City Beverage
UCMFI       Weisser Engineering
UCMFI       Tamiami Trail Retail
UCMFI       Factory Builder Office
UCMFI       Stone Pointe Office Park
UCMFI       Battleground Eckerd
UCMFI       Chagrin Falls Retail
UCMFI       Fountains Boulevard Retail
UCMFI       Aitkins Manor Apartments
UCMFI       484 Moreland Avenue Retail Center
UCMFI       Willow Creek Medical Building
UCMFI       Boardwalk Retail Center
UCMFI       Colby Woods Retail Center
UCMFI       Rockaway Boulevard
WaMu        Country Club at La Cholla
WaMu        Centennial Medical Arts Pavilion I
WaMu        Backlick Center South I
WaMu        200-240 Carter Drive
WaMu        Abacoa Professional Center II
WaMu        Pacifica Plaza
WaMu        891 Kuhn Drive
WaMu        Minnetonka Corporate Center
WaMu        CVS Pharmacy Building
WaMu        Whipple Self-Storage (ShurgardStorage Center)
WaMu        66 York Street
WaMu        Airborne Express Distribution Center
WaMu        Walgreens
WaMu        Bally Apartments
WaMu        Metroplex Office Complex
WaMu        6 South Lake Avenue
WaMu        Northwest Industrial Center
WaMu        4900 Cherry Creek Drive South
WaMu        Woodman & Chase Center
WaMu        Cornerstone II Shopping Center

<PAGE>

                                   EXHIBIT K-1

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT I
                                     (MSMC)

                                   See [Tab 6]


                                     K-1-1
<PAGE>

                                   EXHIBIT K-2

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT II
                                     (IXIS)

                                   See [Tab 8]


                                     K-2-1
<PAGE>

                                   EXHIBIT K-3

                  FORM OF MORTGAGE LOAN PURCHASE AGREEMENT III
                                   (PRINCIPAL)

                                  See [Tab 12]


                                     K-3-1
<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV
                                      (MM)

                                  See [Tab 14]

<PAGE>

                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V
                                   (NCB, FSB)

                                  See [Tab 10]

<PAGE>

                                   EXHIBIT K-6

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                     (WAMU)

                                  See [Tab 16]

<PAGE>

                                   EXHIBIT K-7

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                     (UCMFI)

                                  See [Tab 17]

<PAGE>

                                   EXHIBIT K-8

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT VI
                                     (TIAA)

                                  See Tab [18]

<PAGE>

                                    EXHIBIT L

                                    Reserved

<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDERS REPORT

                                   [ATTACHED]

<PAGE>

                                    EXHIBIT N

                                    Reserved

<PAGE>

                                    EXHIBIT O

                                    Reserved

<PAGE>

                                    EXHIBIT P

                                    Reserved

<PAGE>

                                    EXHIBIT Q

                                    Reserved

<PAGE>

                                    EXHIBIT R

                                    Reserved

<PAGE>

                                  EXHIBIT S-1A

              FORM OF POWER OF ATTORNEY TO GENERAL MASTER SERVICER

RECORDING REQUESTED BY:
Wells Fargo Bank, National Association

AND WHEN RECORDED MAIL TO:
45 Fremont Street, 2nd Floor
San Francisco, California 94105
Attention:  Commercial Mortgage Servicing - Morgan Stanley Capital I Inc.,
            Commercial Mortgage Pass-Through Certificates, Series 2005-IQ9

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint WELLS FARGO
BANK, NATIONAL ASSOCIATION, as general master servicer under the Pooling and
Servicing Agreement (the "General Master Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable Wells Fargo Bank, N.A. to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by Wells Fargo Bank, National Association of its duties as General
Master Servicer under the Pooling and Servicing Agreement, giving and granting
unto Wells Fargo Bank, National Association full power and authority to do and
perform any and every act necessary, requisite, or proper in connection with the
foregoing and hereby ratifying, approving or confirming all that Wells Fargo
Bank, National Association shall lawfully do or cause to be done by virtue
hereof.

            Notwithstanding anything contained herein to the contrary, the
General Master Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Master Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of February, 2005.


                                          LASALLE BANK NATIONAL
                                             ASSOCIATION, as trustee for Morgan
                                             Stanley Capital I Inc., Commercial
                                             Mortgage Pass-Through Certificates,
                                             Series 2005-IQ9



                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

<PAGE>
================================================================================

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On                 before me,
        -----------------          -------------------------------------------
              Date                 Name and Title of Officer (i.e., Your Name,
                                   Notary Public)

personally appeared
                   -------------------------------------------------------------
                                Name(s) of Document Signer(s)


--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      ----------------------------------
      Signature of Notary




                                           (Affix seal in the above blank space)


================================================================================

<PAGE>

                                  EXHIBIT S-1B

                FORM OF POWER OF ATTORNEY TO NCB MASTER SERVICER

RECORDING REQUESTED BY:
NCB, FSB

AND WHEN RECORDED MAIL TO:
NCB, FSB
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Master Servicing

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint NCB, FSB, as
NCB master servicer under the Pooling and Servicing Agreement (the "NCB Master
Servicer"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCB, FSB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCB, FSB
of its duties as NCB Master Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCB, FSB full power and authority to do and perform any
and every act necessary, requisite, or proper in connection with the foregoing
and hereby ratifying, approving or confirming all that NCB, FSB shall lawfully
do or cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the NCB
Master Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the NCB Master
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of February, 2005.


                                LASALLE BANK NATIONAL
                                   ASSOCIATION,
                                   as trustee for Morgan Stanley Capital I Inc.,
                                   Commercial Mortgage Pass-Through
                                   Certificates, Series 2005-IQ9



                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

<PAGE>
================================================================================

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On                 before me,
        -----------------          -------------------------------------------
              Date                 Name and Title of Officer (i.e., Your Name,
                                   Notary Public)

personally appeared
                   -------------------------------------------------------------
                                Name(s) of Document Signer(s)



--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      ----------------------------------
      Signature of Notary




                                          (Affix seal in the above blank space)



================================================================================

<PAGE>

                                  EXHIBIT S-2A

              FORM OF POWER OF ATTORNEY TO GENERAL SPECIAL SERVICER

RECORDING REQUESTED BY:
MIDLAND LOAN SERVICES, INC.

AND WHEN RECORDED MAIL TO:
MIDLAND LOAN SERVICES, INC.
10851 Mastin, Suite 700
Overland Park, Kansas  66210
Attention: President - Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint MIDLAND LOAN
SERVICES, INC. ("Midland"), as general special servicer under the Pooling and
Servicing Agreement (the "General Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable Midland to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by Midland
of its duties as General Special Servicer under the Pooling and Servicing
Agreement, giving and granting unto Midland 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 Midland shall
lawfully do or cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the
General Special Servicer shall not, without the Trustee's written consent: (i)
initiate any action, suit or proceeding directly relating to the servicing of a
Mortgage Loan solely under the Trustee's name without indicating the General
Special Servicer's representative capacity, (ii) initiate any other action, suit
or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller (each as defined in the
Pooling and Servicing Agreement) for breaches of representations and warranties)
solely under the Trustee's name, (iii) engage counsel to represent the Trustee
in any action, suit or proceeding not directly relating to the servicing of a
Mortgage Loan (including but not limited to actions, suits or proceedings
against Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any

<PAGE>

government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of February, 2005.


                                LASALLE BANK NATIONAL ASSOCIATION,
                                   as trustee for Morgan Stanley Capital I Inc.,
                                   Commercial Mortgage Pass-Through
                                   Certificates, Series 2005-IQ9



                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

<PAGE>
================================================================================

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On                 before me,
        -----------------          -------------------------------------------
              Date                 Name and Title of Officer (i.e., Your Name,
                                   Notary Public)

personally appeared
                   -------------------------------------------------------------
                                Name(s) of Document Signer(s)



--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      ----------------------------------
      Signature of Notary




                                          (Affix seal in the above blank space)


================================================================================

<PAGE>

                                  EXHIBIT S-2B

               FORM OF POWER OF ATTORNEY TO CO-OP SPECIAL SERVICER

RECORDING REQUESTED BY:
NATIONAL CONSUMER COOPERATIVE BANK

AND WHEN RECORDED MAIL TO:
NATIONAL CONSUMER COOPERATIVE BANK
1725 Eye Street, N.W.
Washington, D.C. 20006
Attention: Kathleen Luzik, Real Estate Special Servicing

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------
                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

            KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 2005-IQ9 (the "Trustee"), under that certain
Pooling and Servicing Agreement dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), does hereby nominate, constitute and appoint NATIONAL
CONSUMER COOPERATIVE BANK ("NCCB"), as co-op special servicer under the Pooling
and Servicing Agreement (the "Co-op Special Servicer"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

            To perform any and all acts which may be necessary or appropriate to
enable NCCB to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by NCCB of
its duties as Co-op Special Servicer under the Pooling and Servicing Agreement,
giving and granting unto NCCB full power and authority to do and perform any and
every act necessary, requisite, or proper in connection with the foregoing and
hereby ratifying, approving or confirming all that NCCB shall lawfully do or
cause to be done by virtue hereof.

            Notwithstanding anything contained herein to the contrary, the Co-op
Special Servicer shall not, without the Trustee's written consent: (i) initiate
any action, suit or proceeding directly relating to the servicing of a Mortgage
Loan solely under the Trustee's name without indicating the Co-op Special
Servicer's representative capacity, (ii) initiate any other action, suit or
proceeding not directly relating to the servicing of a Mortgage Loan (including
but not limited to actions, suits or proceedings against Certificateholders, or
against the Depositor or a Seller (each as defined in the Pooling and Servicing
Agreement) for breaches of representations and warranties) solely under the
Trustee's name, (iii) engage counsel to represent the Trustee in any action,
suit or proceeding not directly relating to the servicing of a Mortgage Loan
(including but not limited to actions, suits or proceedings against
Certificateholders, or against the Depositor or a Seller for breaches of
representations and warranties), or (iv) prepare, execute or deliver any
government filings, forms, permits, registrations or other documents or take any
action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.

<PAGE>

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of February, 2005.


                                LASALLE BANK NATIONAL ASSOCIATION,
                                   as trustee for Morgan Stanley Capital I Inc.,
                                   Commercial Mortgage Pass-Through
                                   Certificates, Series 2005-IQ9



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>
================================================================================

                           ALL-PURPOSE ACKNOWLEDGEMENT



                        )
                        )
                        )


      On                 before me,
        -----------------          -------------------------------------------
              Date                 Name and Title of Officer (i.e., Your Name,
                                   Notary Public)

personally appeared
                   -------------------------------------------------------------
                                Name(s) of Document Signer(s)



--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

      WITNESS my hand and official seal.



      ----------------------------------
      Signature of Notary



                                          (Affix seal in the above blank space)


================================================================================

<PAGE>

                                    EXHIBIT T

          FORM OF SUBORDINATION AGREEMENT FOR NCB, FSB SUBORDINATE DEBT

            THIS Agreement made this _____ day of ___, 20__, between _______, a
____________ having an address at __________ (the "Subordinate Mortgagee"), and
___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                              W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
__________________________________ (the "Borrower") to Subordinate Mortgagee
(the "Superior Mortgage") covering the premises located at

            ____________________________________________ more particularly
described in the Superior Mortgage and Schedule "A" attached hereto (the
"Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection with the
operation and maintenance of the Premises and to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; (v) during the pendency of
any such foreclosure action, if an action shall be brought for the foreclosure
of the Superior Mortgage and an application shall be made for an extension of
such receivership for the benefit of the Superior Mortgagee, the Subordinate
Mortgagee shall consent to the extension of such receivership and all accounts,
accounts receivable, rents, issues and profits held by such receiver as of the
date of such application shall be applied by the receiver solely for the benefit
of the Superior Mortgagee, and the Subordinate Mortgagee in their respective
order of priority; (vi) due notice of the commencement of any foreclosure of the
Subordinate Mortgage shall be given to the Superior Mortgagee and true copies of
all papers served or entered in such action will be delivered to the Superior
Mortgagee upon such service or entry; (vii) no payments shall be made to the
holder of the Subordinate Mortgage during the period in which any default exists
under the Superior Mortgage in respect of any monthly payment or balloon payment
due thereunder beyond any applicable grace period, provided that the Subordinate
Mortgagee has received written notice of such default and all payments otherwise
payable to the Subordinate Mortgagee during such period shall be paid to the
Superior Mortgagee and, if any such payments are received by the Subordinate
Mortgagee at any time after which the Subordinate Mortgagee has received written
notice of the existence of such default, they shall be held in trust for the
Superior Mortgagee and turned over to the Superior Mortgagee on demand; (viii)
any distributions made or to be made to the Subordinate Mortgagee pursuant to
any bankruptcy or insolvency proceeding of the borrower representing amounts due
under the Superior Mortgage shall be paid by the borrower, or, if such payments
are nonetheless received by the Subordinate Mortgagee, by the Subordinate
Mortgagee immediately upon their receipt, to the Superior Mortgagee for
application, at Superior Mortgagee's direction, to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; and (ix) all condemnation,
casualty or similar payments with respect to the premises shall be applied, for
so long as the Superior Mortgage remains outstanding, in accordance with the
Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.


                                       [Subordinate Mortgagee]


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:


                                       [Superior Mortgagee]


                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:

      [PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
    ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]

<PAGE>

                                   SCHEDULE A
                                   ----------

<PAGE>

                                    EXHIBIT U

                 FORM OF ASSIGNMENT AND ASSUMPTION SUBMISSION TO
                                SPECIAL SERVICER


                         PROPOSED ASSUMPTION ACTION PLAN



--------------------------------------------------------------------------------
CURRENT BORROWER
--------------------------------------------------------------------------------
PROPOSED BORROWER
--------------------------------------------------------------------------------
CURRENT CARVEOUT GUARANTOR
--------------------------------------------------------------------------------
PROPOSED CARVEOUT GUARANTORS
--------------------------------------------------------------------------------
CURRENT ENVIRONMENTAL INDEMNITOR
--------------------------------------------------------------------------------
PROPOSED ENVIRONMENTAL INDEMNITOR
--------------------------------------------------------------------------------
CURRENT KEY PERSONS
--------------------------------------------------------------------------------
PROPOSED KEY PERSONS
--------------------------------------------------------------------------------
PORTFOLIO                                 Name and Investor #
--------------------------------------------------------------------------------
PRIMARY SERVICER (If applicable)
--------------------------------------------------------------------------------
MASTER SERVICER                           Name and Loan #
--------------------------------------------------------------------------------
SPECIAL SERVICER
--------------------------------------------------------------------------------
COLLATERAL TYPE
--------------------------------------------------------------------------------
PROPERTY ADDRESS
--------------------------------------------------------------------------------

<PAGE>

EXECUTIVE SUMMARY
-----------------

The current borrower has entered into an agreement for the sale of the subject
property and has requested consent of such a sale, as well as the assumption by
the proposed borrower of the subject indebtedness. The current borrower is
selling the property (state reason). The buyer is purchasing the property (state
reason).

Wells Fargo Bank, National Association, as Master Servicer, is recommending
approval of the subject transaction.

Strengths, Weaknesses and Mitigants:
      o Bullet points (List any issues and resolutions)


Transaction Summary
-------------------
-------------------------------------------------------------------------
Principal Balance                                                       $
-------------------------------------------------------------------------
Appraised Value (Date & Cap Rate                    $ / $ psf  / Cap Rate
based on last year NOI)
-------------------------------------------------------------------------
Purchase Price                                      $ / $ psf  / Cap Rate
-------------------------------------------------------------------------
Buyer Down Payment (%)                                                  $
-------------------------------------------------------------------------
Source of Down Payment
-------------------------------------------------------------------------
Current Loan-to-Value                               %(based on appraisal)
                                               %(based on purchase price)
-------------------------------------------------------------------------
Debt Service Coverage (NOI/NCF)                                       X/X
-------------------------------------------------------------------------
Date Principal Paid To
-------------------------------------------------------------------------
Date Interest Paid To
-------------------------------------------------------------------------
Proposed Sponsor's Net Worth                                            $
-------------------------------------------------------------------------
Proposed Sponsor's Liquidity                                            $
-------------------------------------------------------------------------
Closing Date
-------------------------------------------------------------------------
1031 Deadline
-------------------------------------------------------------------------
%Assumption Fee: Master Servicer (%)                                    $
                 Special Servicer (%)                                   $
-------------------------------------------------------------------------


LOAN STATUS                                   AS OF  DATE
-----------
---------------------------------------------------------
Tax Escrow                                    $ per month
---------------------------------------------------------
Insurance Escrow                              $ per month
---------------------------------------------------------
Replacement Reserve Escrow                    $ per month
---------------------------------------------------------
Tenant Improvement Leasing
Commission Reserve                            $ per month
---------------------------------------------------------
Deferred Maintenance Reserve                  $ per month
---------------------------------------------------------
Monthly P&I payment                                     $
---------------------------------------------------------
Unpaid Accrued Interest                                 $
---------------------------------------------------------
Unpaid Late Fees/Other Fees                             $
---------------------------------------------------------
Interest rate                                           %
---------------------------------------------------------
Maturity Date
---------------------------------------------------------
Amortization
---------------------------------------------------------
Origination Date
---------------------------------------------------------
Original Balance                                        $
---------------------------------------------------------
Originating Lender
---------------------------------------------------------
Loan as % of Pool / Top Ten (Y/N)
---------------------------------------------------------
Watchlist (Y/N) (If Y reason and date)
---------------------------------------------------------


Property Summary
----------------
---------------------------------------------------------
Current Occupancy                                       %
---------------------------------------------------------
Annual Debt Service/Annual Reserves                   $/$
---------------------------------------------------------
12/31/0_ NOI/NCF                                      $/$
---------------------------------------------------------
Debt Service Coverage (NOI/NCF)                       X/X
---------------------------------------------------------
12/31/0_ Proforma NOI/NCF                             $/$
---------------------------------------------------------
Debt Service Coverage (NOI/NCF)                       X/X
---------------------------------------------------------


Loan Escrows
------------

No changes to the current escrows are being recommended because:

Bullet points

(If there are changes, briefly describe changes and reasons.)

Loan Documents
--------------

The transaction is permitted pursuant to Section __ of the subject Deed of Trust
and Section __ of the Loan Agreement. Copies of loan documents are included with
this submission.


Pooling and Servicing Agreement
-------------------------------

Wells Fargo Bank, National Association services the subject loan in accordance
with the provisions of the Pooling and Servicing Agreement dated ____ for the
Commercial Mortgage Pass-Through Certificates Series _____.

Section ___ - Enforcement of Due-On-Sale Clauses, Assumption Agreement,
Due-On-Encumbrances Clauses provides the servicer with the authority to
recommend approval of this request, without obtaining Rating Agency
Confirmation. Wells Fargo Bank, National Association, as Master Servicer, will
document and close the transaction.

CURRENT BORROWER/CARVEOUT GUARANTOR
-----------------------------------

Bullet points:

o   Name of borrowing entity, type of entity, state of formation, SPE level,
    years experience.
o   Guarantor, net worth, liquidity


PROPOSED BORROWER//CARVEOUT GUARANTOR
-------------------------------------

Background
----------

(Include relevant experience.)


Financial Summary
-----------------

(Complete table below for proposed borrower. If SPE, discuss any "sponsor"
entities.)


(ENTITY NAME, DATE OF AUDITED OR SELF-PREPARED STATEMENT)


-------------------------------------------------------------------
ASSETS                         LIABILITIES
-------------------------------------------------------------------
Cash & Equivalents           $                                    $
-------------------------------------------------------------------
Total Liquid Assets          $                                    $
-------------------------------------------------------------------
Real Estate
Investments                  $ TOTAL LIABILITIES                  $
-------------------------------------------------------------------
Other                        $ NET WORTH                          $
-------------------------------------------------------------------
TOTAL ASSETS                 $ TOTAL LIABILITIES & NET WORTH      $
-------------------------------------------------------------------


(Provide short discussion re: assets and/or significant liabilities.)


Income Statement/Cashflow
-------------------------

The income statement for the PERIOD ending _____ showed net income of $ ____.
-----------------------------------------------------------------------------


Credit References
-----------------

Institution (Name, title phone #) - (Add brief comments)
---------------------------------
(List 3)

Credit/Litigation Reports
-------------------------

Credit searches and litigation reports have been run on INDIVIDUAL NAMES AND/OR
ENTITIES on DATE. No issues were discovered that were deemed significant. The
borrower's name does not appear on the OFAC list.
(If there are any significant issues, briefly discuss.)

Borrower/Guarantor Conclusion
-----------------------------

Brief summary

See attached Exhibit A for full financial details.


Property Management Summary
---------------------------

Brief discussion of proposed property manager:
Experience in submarket.
# of units/ sq. ft. managed
Discuss management fee as _% of gross income.
Termination provision.

Receipt of an acceptable property management agreement will be a condition
precedent.


PROPERTY
--------

Property Description and Status
-------------------------------

-------------------------------------------------
Property Type
-------------------------------------------------
Year Constructed
-------------------------------------------------
Gross Square Feet
-------------------------------------------------
Rentable Square Feet
-------------------------------------------------
Number of Units
-------------------------------------------------
Number of Parking Spaces
-------------------------------------------------
Conformance to Zoning
-------------------------------------------------

Rent Roll
---------

Significant Tenant Profile:
(Give brief description of key tenants.)

A copy of the rent roll is included in Exhibit B.

Lease rollover is as follows:

---------------------------------------------------------------------
            2005   2006    2007   2008     2009    2010     Vacant
                                                   and
                                                   beyond
---------------------------------------------------------------------
SF          0      0       0      %        %       %        %
---------------------------------------------------------------------
Cum.        0      0       0      %        %       %        %
---------------------------------------------------------------------
Income      0      0       0      %        %       %        %
---------------------------------------------------------------------
Cum.        0      0       0      %        %       %        %
---------------------------------------------------------------------


Property Performance - see Exhibit B
------------------------------------

The collateral property was __% occupied as of the ______ rent roll. Current
base rent averages $___/SF/yr. ____ (eg NNN). There are a total of _ tenants
with _ vacancy(ies).

----------------------------------------------------------------------------

                          Underwriting    Year ended ___  _ mos ended _____
---------------------------------------------------------------------------

Occupancy                            %                 %                  %
---------------------------------------------------------------------------

Total Revenue                        $                 $                  $
---------------------------------------------------------------------------

Total Operating Expenses             $                 $                  $
---------------------------------------------------------------------------

Net Operating Income                 $                 $                  $
---------------------------------------------------------------------------

Capital Exp                          $                 $                  $
---------------------------------------------------------------------------

Net Cash Flow                        $                 $                  $
---------------------------------------------------------------------------

Debt Service                         $                 $                  $
---------------------------------------------------------------------------

Net Cash Flow after DS               $                 $                  $
---------------------------------------------------------------------------

DSCR (NOI)                           x                 x                  x
---------------------------------------------------------------------------

DSCR (NCF)                           x                 x                  x
---------------------------------------------------------------------------

(Explain trends, variances and/or any issues.)


Environmental Status
--------------------

A Phase I Environmental Site Assessment was completed by ___ on DATE and no
issues were noted.
(If there were issues, give brief description and resolutions.)


Property Condition Report
-------------------------

An annual property evaluation report was completed on DATE. The report concluded
that the property was in _____ condition with no deferred maintenance or health
or safety issues.
(Or briefly discuss any issues that have arisen.)

(If initial Property Condition Report discusses deferred maintenance, add brief
discussion of completion of any required work.)


Collateral Valuation
--------------------

The property was appraised by _____ on DATE for $___.

Current Market Conditions
-------------------------

--------------------------------------------------------------------
                  Appraisal   Underwriting     Current       Market*
--------------------------------------------------------------------

Occupancy                 %              %           %             %
--------------------------------------------------------------------
Rent psf / year           $              $           $             $
--------------------------------------------------------------------

*Source of market information:

(Brief description of market and location as proximate to an MSA. Identify
submarket characteristics, if any. Add comments regarding buyer's sale and lease
comps. Discuss any market issues.)

Property Conclusions

(Briefly summarize.)



RECOMMENDATION
--------------

(Copy Strengths, weaknesses and mitigants from Executive Summary.)

Conditions Precedent to Loan Assumption - Standard - See Exhibit C
--------------------------------------------------

Conditions Precedent to Loan Assumption - Other
-----------------------------------------------

<PAGE>

Exhibits
--------

Exhibit A - Guarantor Financial Statement
Exhibit B - Property Operating Statement Summary and Rent Roll
Exhibit C - Standard Conditions Precedent to Loan Assumption

Wells Fargo Bank, National Association, as Master Servicer, recommends approval.



Recommended by:                                             Date:
                        --------------------------------         ------------
                        Name of Asset Manager
                        Vice President and Asset Manager


Approved By:                                                Date:
                        --------------------------------         ------------
                        Kathryn O'Neal
                        Vice President and Portfolio Manager

<PAGE>

Exhibit C - Conditions Precedent to Loan Assumption - Standard
            --------------------------------------------------

1.    Satisfactory review and approval by lender of the proposed borrowing
      entity's formation agreement, resolutions and by-laws (and other
      organizational documents, as necessary) to confirm, without limitation,
      such entity's authority to assume the loan and compliance with any SPE
      and/or other requirements in the loan documents.
2.    Execution of an assumption agreement and other necessary documentation by
      the proposed borrowing entity, in a form and content acceptable to lender,
      including representations from both current and proposed borrower that
      loan is not in default.
3.    The new borrowing entity's insurance policy (and insurance carriers) shall
      comply with any applicable requirements in the loan documents, including,
      without limitation, amounts and types of insurance, loss payee and
      applicable insurance certificates.
4.    Title insurance update and endorsements, reviewed and acceptable to lender
      including, but not limited to, no liens for secondary financing.
5.    Assumption to close no later than DATE.
6.    BORROWER to execute such documents as lender may require.
7.    GUARANTOR to sign a Carveout Guaranty and Environmental Indemnity and NAME
      be designated as Key Person.
8.    Receipt of a "no adverse change" certification from borrower that the
      current financial position has not significantly deteriorated from that
      reflected in the most recently provided financial statements.
9.    Receipt and approval of property management contract acceptable to lender,
      including language that no change in management shall take place without
      lender's consent.
10.   Certification from the new borrowing entity and key principals/limited
      guarantors that the closing funds are being contributed as a capital
      contribution and are not secured, directly or indirectly, by an interest
      in the borrower or any collateral assigned to lender under the loan
      documents.
11.   Receipt of current and, if applicable, most recent quarterly and/or annual
      outstanding operating statements and rent rolls for the subject property
      as required in the loan documents.
12.   Payment of all related costs, including not but limited to assumption
      fees, legal fees, rating agency review fees, closing and title fees and
      WFB's loan administration fees. All costs and expenses are reimbursable by
      borrower even if the assumption fails to close.
13.   A UCC filing to reflect the new borrowing entity.
14.   WFB's receipt of a legal opinion, in form and content and issued by tax
      counsel satisfactory to WFB's tax counsel, that the assumption will not
      result in a significant modification of the loan within the meaning of the
      applicable Treasury regulations or otherwise result in any adverse tax
      consequences to the lender under the applicable REMIC statutes and
      regulations.

<PAGE>

                                    EXHIBIT V

FORM OF ADDITIONAL LIEN, MONETARY ENCUMBRANCE AND MEZZANINE FINANCING SUBMISSION
                        PACKAGE TO THE SPECIAL SERVICER

Mortgagor:

General Master Servicer/NCB Master Servicer Loan #:

Primary Servicer Loan #:

Collateral Type:        (Retail, Industrial, Apartments, Office, etc.)

Address of Property:



Asset Status As of                 (date):
   Principal Balance:              $
   Unpaid Accrued Interest:        $
   Unpaid Late Fees/other fees:    $
   Tax Escrow Balance:             $
   Insurance Escrow Balance:       $
   Monthly P&I Payment:            $
   Interest Rate:                  %
   Date Principal Paid To:
   Date Interest Paid To:
   Origination Date:
   Maturity Date:

Executive Summary:

1.    Summarize the transaction
      a.    note deviations from requirements for subordinate/mezzanine
            financing contained in Loan Documents
      b.    if Rating Agency Confirmation is permitted under applicable Loan
            Documents, note if such Confirmation will be sought

2.    State amount and purpose of Lien/Financing. Need an analysis of the impact
      (physical) on the property and the resulting financial impact on
      operations & DSCR of combined financing.

3.    Interest Rate

4.    Amount of Monthly/Periodic Payment (identify if P&I or Interest only)

5.    Identify Subordinate/Mezzanine Lender
      a.    provide any information furnished by Mortgagor regarding proposed
            lender

6.    Collateral pledged or mortgaged as security:

7.    Briefly describe collateral
      a.    Size, occupancy, primary tenants, location

      b.    NOI and DSCR for prior year and, if available, prior two years and
            Pro-forma NOI DSCR

8.    Complete the chart below:

The transaction terms and property characteristics are summarized as follows:

            ---------------------------------------------------------------
            Estimated closing date for financing:
            ---------------------------------------------------------------
            Administrative fee to Primary Servicer             $
            ---------------------------------------------------------------
            Additional Fees, if any
            (50%: [General/Co-op] Special Servicer;
            %: General Master Servicer/NCB Master
            Servicer; %: Primary Servicer                      $
            ---------------------------------------------------------------
            Most recent appraised value according to
            appraisal in General Master Servicer/NCB Master
            Servicer/Primary Servicer's possession             $
            ---------------------------------------------------------------
            Loan-to-value as of initial underwriting           %
            ---------------------------------------------------------------
            Occupancy as of                                    %
            ---------------------------------------------------------------
            12/31 /_ NOI                                       $
            ---------------------------------------------------------------
            Debt service coverage as of                        x
            ---------------------------------------------------------------


Project Status & Description: (See attached Asset Summary, most recent
Inspection Report and most recent rent roll)
1. Describe any current, material issues regarding the operating status of the
property: (e.g. issues surrounding current occupancy, anchor tenants, tenant
rollover)

Property Financial Summary: (See attached most recent Income and Expense
Statement for Mortgaged Property and operating statement review)

Escrow Status:
1. Explain status of all Reserves

Collateral Valuation:
1.    Discuss the original appraisal
      A.    Who prepared
      B.    Attach Executive Summary and discussion of approach to value given
            most weight from most recent appraisal in General Master
            Servicer/NCB Master Servicer/Primary Servicer's possession
2.    Comparison of the following (original to actual property):
      A. Vacancy
      B. Rents
      C. Taxes
      D. Other Key Expenses

Current Market Conditions:

      Briefly state material current real estate market dynamics and economic
influences that may affect the operational performance of the property.

<PAGE>

Recommendation:

1.    State recommendation for approval.

2.    Highlight strengths and weaknesses. How are weaknesses mitigated? (bullet
      points are fine)

<PAGE>

Request for Applicable Special Servicer Consent:

General Master Servicer/NCB Master Servicer/Primary Servicer hereby recommends
and requests consent of [General/Co-op] Special Servicer to the foregoing
[Subordinate/Mezzanine] Financing.





By:
        ----------------------------
Title:
        ----------------------------
Date:
        ----------------------------



Consent to Additional Lien, Monetary
Encumbrance or Mezzanine Financing as
described above is given: [GENERAL/CO-OP]
SPECIAL SERVICER, acting solely in its
capacity as Special Servicer




By:
        ----------------------------
Name:
        ----------------------------
Title:
        ----------------------------
Date:
        ----------------------------

<PAGE>

   Schedule of Exhibits to Additional Lien, Monetary Encumbrance or Mezzanine
                              Financing Submission

1.    Most recent Income & Expense Statement for property and operating
      statement review
2.    Original Asset Summary for Mortgaged Property
3.    [For Mezzanine financing: If available from Mortgagor, diagram of proposed
      ownership structure, including percentages of ownership]
4.    [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement
      in substantially the form to be executed with subordinate lender]
5.    Copy of Note, Mortgage and any Loan Agreement
6.    Copy of subordinate loan documents in substantially the form to be
      executed
7.    Most recent Rent Roll.
8.    Other items as required by the description set forth above

<PAGE>

                                    EXHIBIT W

                                    Reserved

<PAGE>

                                    EXHIBIT X

                                    Reserved

<PAGE>

                                    EXHIBIT Y

                             INVESTOR CERTIFICATION

                                                             Date:


LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60603

Attention:  Global Securitization Trust Services Group-- Morgan Stanley Capital
            I Inc., as depositor, Commercial Mortgage Pass-Through Certificates,
            Series 2005-IQ9

      In accordance with the Pooling and Servicing Agreement, dated as of
February 1, 2005 (the "Agreement"), by and among Morgan Stanley Capital I Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, NCB, FSB, as NCB Master Servicer, Midland Loan Services, Inc., as
General Special Servicer, National Consumer Cooperative Bank, as Co-op Special
Servicer, LaSalle Bank National Association, as Trustee, Paying Agent and
Certificate Registrar (the "Paying Agent") and ABN AMRO Bank N.V., as Fiscal
Agent, with respect to the above referenced certificates (the "Certificates"),
the undersigned hereby certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the
      Class ___ Certificates.

2.    The undersigned is requesting access to the Paying Agent's internet
      website containing certain information (the "Information") and/or is
      requesting the information identified on the schedule attached hereto
      (also, the "information") pursuant to the provisions of the Agreement.

3.    In consideration of the Paying Agent's disclosure to the undersigned of
      the Information, or access thereto, the undersigned will keep the
      Information confidential (except from such outside persons as are
      assisting it in making an evaluation in connection with purchasing the
      related Certificates, from its accountants and attorneys, and otherwise
      from such governmental or banking authorities or agencies to which the
      undersigned is subject), and such Information, will not, without the prior
      written consent of the Paying Agent, be otherwise disclosed by the
      undersigned or by its officers, directors, partners, employees, agents or
      representatives (collectively, the "Representative") in any manner
      whatsoever, in whole or in part.

4.    The undersigned will not use or disclose the Information in any manner
      which could result in a violation of any provision of the Securities Act
      of 1933, as amended (the "Securities Act"), or the Securities Exchange Act
      of 1934, as amended, or would require registration of any Certificate
      pursuant to Section 5 of the Securities Act.

5.    The undersigned shall be fully liable for any breach of this agreement by
      itself or any of its Representatives and shall indemnify the Depositor,
      the Paying Agent and the Trust Fund for any loss, liability or expense
      incurred thereby with respect to any such breach by the undersigned or any
      its Representative.

6.    Capitalized terms used but not defined herein shall have the respective
      meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
   hereto by its duly authorized officer, as of the day and year written above.




                                    -----------------------------------------
                                    Beneficial Owner or Prospective Purchaser



                                    By:
                                       ---------------------------------


                                    Title:
                                          ------------------------------------


                                    Company:
                                            ----------------------------

                                    Phone:
                                          ------------------------------------

<PAGE>

                                    EXHIBIT Z

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans having balance of (a) $20,000,000 or less, and (b) less than or equal
           to 5% of Aggregate Certificate Balance, whichever is less

To:   [Address]
      Attn:

From: _____________________________________, in its capacity
      as Master Servicer (the "Servicer") under the Pooling and Servicing
      Agreement dated as of February 1, 2005 (the "Pooling and Servicing
      Agreement"), among the Servicer, LaSalle Bank National Association, as
      Trustee, and others.

Date: _________, 20___

      Re:   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
            Certificates, Series 2005-IQ9
            ---------------------------------------------------------------

            Mortgage Loan (the "Mortgage Loan") identified by loan number _____
on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement
and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________

            Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement

            As Servicer under the Pooling and Servicing Agreement, we hereby:

            1.    NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE OF
                  THE MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN,
                  OF THE TYPE CHECKED BELOW:

                  ____  a full defeasance of the payments scheduled to be due in
                        respect of the entire Principal Balance of the Mortgage
                        Loan; or

                  ____  a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the Principal Balance of the
                        Mortgage Loan that represents ___% of the entire
                        Principal Balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $____________
                        or _______% of the entire Principal Balance;

            2.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
                  EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A
                  HERETO, WHICH EXCEPTIONS THE SERVICER HAS DETERMINED,
                  CONSISTENT WITH THE SERVICING STANDARD, WILL HAVE NO MATERIAL
                  ADVERSE EFFECT ON THE MORTGAGE LOAN OR THE DEFEASANCE
                  TRANSACTION:

                  A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND
                        THE TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED
                        THEREIN WERE SATISFIED IN ALL MATERIAL RESPECTS IN
                        COMPLETING THE DEFEASANCE.

                  B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

                  C.    THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT
                        (I) CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN
                        SECTION 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940
                        AS AMENDED (15 U.S.C. 80A-1), (II) ARE LISTED AS
                        "QUALIFIED INVESTMENTS FOR `AAA' FINANCINGS" UNDER
                        PARAGRAPHS 1, 2 OR 3 OF "CASH FLOW APPROACH" IN STANDARD
                        & POOR'S PUBLIC FINANCE CRITERIA 2000, AS AMENDED TO THE
                        DATE OF THE DEFEASANCE, (III) ARE RATED `AAA' BY
                        STANDARD & POOR'S, (IV) IF THEY INCLUDE A PRINCIPAL
                        OBLIGATION, THE PRINCIPAL DUE AT MATURITY CANNOT VARY OR
                        CHANGE, AND (V) ARE NOT SUBJECT TO PREPAYMENT, CALL OR
                        EARLY REDEMPTION. SUCH SECURITIES HAVE THE
                        CHARACTERISTICS SET FORTH BELOW:

                      CUSIP RATE MAT PAY DATES ISSUED
                      -------------------------------

                  D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                        COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                        SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT
                        IN AN ADVERSE REMIC EVENT.

                  E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL
                        WILL BE OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS
                        TO WHICH ONE OF THE STATEMENTS CHECKED BELOW IS TRUE:

                  ____  the related Mortgagor was a Single-Purpose Entity (as
                        defined in Standard & Poor's Structured Finance Ratings
                        Real Estate Finance Criteria, as amended to the date of
                        the defeasance (the "S&P Criteria")) as of the date of
                        the defeasance, and after the defeasance owns no assets
                        other than the defeasance collateral and real property
                        securing Mortgage Loans included in the pool.

                  ____  the related Mortgagor designated a Single-Purpose Entity
                        (as defined in the S&P Criteria) to own the defeasance
                        collateral; or

                  ____  the Servicer designated a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
                        of the Trust to own the defeasance collateral.

                  F.    THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION
                        OF THE CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED
                        BELOW CONTAINED STATEMENTS THAT IT REVIEWED A BROKER OR
                        SIMILAR CONFIRMATION OF THE CREDIT, OF THE DEFEASANCE
                        COLLATERAL TO AN ELIGIBLE ACCOUNT (AS DEFINED IN THE S&P
                        CRITERIA) IN THE NAME OF THE DEFEASANCE OBLIGOR, WHICH
                        ACCOUNT IS MAINTAINED AS A SECURITIES ACCOUNT BY THE
                        TRUSTEE ACTING AS A SECURITIES INTERMEDIARY.

                  G.    AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE
                        THE SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE
                        PROCEEDS OF THE DEFEASANCE COLLATERAL DIRECTLY TO THE
                        SERVICER'S CERTIFICATE ACCOUNT IN THE AMOUNTS AND ON THE
                        DATES SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS OR, IN A
                        PARTIAL DEFEASANCE, THE PORTION OF SUCH SCHEDULED
                        PAYMENTS ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR THE
                        REAL PROPERTY DEFEASED, INCREASED BY ANY DEFEASANCE
                        PREMIUM SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS (THE
                        "SCHEDULED PAYMENTS").

                  H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN
                        CONFIRMATION FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC
                        ACCOUNTANTS, WHO WERE APPROVED BY SERVICER IN ACCORDANCE
                        WITH THE SERVICING STANDARD, STATING THAT (I) REVENUES
                        FROM PRINCIPAL AND INTEREST PAYMENTS MADE ON THE
                        DEFEASANCE COLLATERAL (WITHOUT TAKING INTO ACCOUNT ANY
                        EARNINGS ON REINVESTMENT OF SUCH REVENUES) WILL BE
                        SUFFICIENT TO TIMELY PAY EACH OF THE SCHEDULED PAYMENTS
                        AFTER THE DEFEASANCE INCLUDING THE PAYMENT IN FULL OF
                        THE MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN
                        CONNECTION WITH A PARTIAL DEFEASANCE) ON ITS MATURITY
                        DATE (OR, IN THE CASE OF AN ARD LOAN, ON ITS ANTICIPATED
                        REPAYMENT DATE), (II) THE REVENUES RECEIVED IN ANY MONTH
                        FROM THE DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE
                        SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE
                        OF RECEIPT, AND (III) INTEREST INCOME FROM THE
                        DEFEASANCE COLLATERAL TO THE DEFEASANCE OBLIGOR IN ANY
                        CALENDAR OR FISCAL YEAR WILL NOT EXCEED SUCH DEFEASANCE
                        OBLIGOR'S INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR THE
                        ALLOCATED PORTION THEREOF IN A PARTIAL DEFEASANCE) FOR
                        SUCH YEAR.

                  I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE
                        APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
                        STANDARD, THAT (I) THE AGREEMENTS EXECUTED BY THE
                        MORTGAGOR AND/OR THE DEFEASANCE OBLIGOR IN CONNECTION
                        WITH THE DEFEASANCE ARE ENFORCEABLE AGAINST THEM IN
                        ACCORDANCE WITH THEIR TERMS, AND (II) THE TRUSTEE WILL
                        HAVE A PERFECTED, FIRST PRIORITY SECURITY INTEREST IN
                        THE DEFEASANCE COLLATERAL DESCRIBED ABOVE.

                  J.    THE AGREEMENTS EXECUTED IN CONNECTION WITH THE
                        DEFEASANCE (I) PERMIT REINVESTMENT OF PROCEEDS OF THE
                        DEFEASANCE COLLATERAL ONLY IN PERMITTED INVESTMENTS (AS
                        DEFINED IN THE S&P CRITERIA), (II) PERMIT RELEASE OF
                        SURPLUS DEFEASANCE COLLATERAL AND EARNINGS ON
                        REINVESTMENT TO THE DEFEASANCE OBLIGOR OR THE MORTGAGOR
                        ONLY AFTER THE MORTGAGE LOAN HAS BEEN PAID IN FULL, IF
                        ANY SUCH RELEASE IS PERMITTED, (III) PROHIBIT ANY
                        SUBORDINATE LIENS AGAINST THE DEFEASANCE COLLATERAL, AND
                        (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER THAN THE
                        DEFEASANCE COLLATERAL OR OTHER ASSETS OF THE DEFEASANCE
                        OBLIGOR OF ALL FEES AND EXPENSES OF THE SECURITIES
                        INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND THE
                        SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF
                        MAINTAINING THE EXISTENCE OF THE DEFEASANCE OBLIGOR.

                  K.    THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF
                        THE DATE OF DEFEASANCE WAS $___________ [$20,000,000 OR
                        LESS OR LESS THAN FIVE PERCENT OF POOL BALANCE,
                        WHICHEVER IS LESS] WHICH IS LESS THAN 5% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE MOST RECENT PAYING AGENT'S MONTHLY
                        CERTIFICATEHOLDER REPORT RECEIVED BY US (THE "CURRENT
                        REPORT").

                  L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                        AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS
                        THE TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE
                        LOANS TO $__________________, WHICH IS _____% OF THE
                        AGGREGATE CERTIFICATE BALANCE OF THE CERTIFICATES AS OF
                        THE DATE OF THE CURRENT REPORT.

            3.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
                  IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT
                  TO THE LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS
                  ARE CONSISTENT WITH THE SERVICING STANDARD.

            4.    CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL
                  AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE
                  DEFEASANCE OBLIGOR, AND OPINIONS OF COUNSEL AND INDEPENDENT
                  ACCOUNTANTS EXECUTED AND DELIVERED IN CONNECTION WITH THE
                  DEFEASANCE DESCRIBED ABOVE AND THAT ORIGINALS OR COPIES OF
                  SUCH AGREEMENTS, INSTRUMENTS AND OPINIONS HAVE BEEN
                  TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE RELATED
                  MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED TO BE PART OF THE
                  RELATED MORTGAGE FILE, ARE IN THE POSSESSION OF THE SERVICER
                  AS PART OF THE SERVICER'S MORTGAGE FILE.

            5.    CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
                  DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
                  STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND
                  CONDITIONS OF, THE POOLING AND SERVICING AGREEMENT.

            6.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
                  CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID
                  CONSTITUTE A SERVICING OFFICER AS OF THE DATE OF THE
                  DEFEASANCE DESCRIBED ABOVE.

            7.    AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
                  YOU UPON REQUEST.

            IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.



                                       SERVICER:
                                                ------------------------------


                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR
                              ---------------------

      Re:   MorganStanley Capital I Inc. Trust 2005-IQ9 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series
            2005-IQ9, issued pursuant to the Pooling and Servicing
            Agreement, dated as of February 1, 2005 (the "Pooling and
            Servicing Agreement"), among Morgan Stanley Capital I
            Inc., as depositor (the "Depositor"), Wells Fargo Bank,
            National Association, as general master servicer (the
            "General Master Servicer"), Midland Loan Services, Inc.,
            as general special servicer (the "General Special
            Servicer"), NCB, FSB, as master servicer with respect to
            the NCB Loans only (the "NCB Master Servicer"), National
            Consumer Cooperative Bank, as special servicer with
            respect to the Co-op Mortgage Loans only (the "NCB Special
            Servicer"), LaSalle Bank National Association, as trustee,
            paying agent and certificate registrar (the "Trustee") and
            ABN AMRO Bank N.V., as fiscal agent. Capitalized terms
            used herein but not defined herein have the respective
            meanings given them in the Pooling and Servicing
            Agreement.

            ----------------------------------------------------------

I, [identify the certifying individual], certify on behalf of the [Trustee,
General Master Servicer, the General Special Servicer, the NCB Master Servicer
or the NCB Special Servicer, as applicable] to the Depositor [and the Trustee]
[add for certifications signed by an officer of the General Master Servicer, the
General Special Servicer, the NCB Master Servicer or the NCB Special Servicer],
and [its][their] [add for certifications signed by an officer of the General
Master Servicer, the General Special Servicer, the NCB Master Servicer or the
NCB Special Servicer] officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

      1.    [To be certified by the Trustee] [I have reviewed the annual report
            on Form 10-K for the fiscal year [___] (the "Annual Report"), and
            all reports on Form 8-K containing distribution reports filed in
            respect of periods included in the year covered by the Annual Report
            (collectively with the Annual Report, the "Reports"), of the Trust;]

      2.    [To be certified by the Trustee] [To my knowledge, the distribution
            information in the Reports, taken as a whole, does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading as of the last
            day of the period covered by the Annual Report;]

      3.    [To be certified by the Trustee] [To my knowledge, the distribution
            or servicing information required to be provided to the Trustee by
            the General Master Servicer, the General Special Servicer, the NCB
            Master Servicer, the NCB Special Servicer and each Primary Servicer
            under the Pooling and Servicing Agreement and/or the related Primary
            Servicing agreement for inclusion in the Reports is included in the
            Reports;]

      4.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I am responsible for reviewing the activities performed
            by the [General Master Servicer] [General Special Servicer] [NCB
            Master Servicer] [NCB Special Servicer] under the Pooling and
            Servicing Agreement and based upon my knowledge and the annual
            compliance review performed as required under Section 8.12 of the
            Pooling and Servicing Agreement, and except as disclosed in the
            compliance certificate delivered pursuant to Section 8.12 of the
            Pooling and Servicing Agreement, the [General Master Servicer]
            [General Special Servicer] [NCB Master Servicer] [NCB Special
            Servicer] has fulfilled its material obligations under the Pooling
            and Servicing Agreement; and]

      5.    [To be certified by each of the General Master Servicer, the General
            Special Servicer, the NCB Master Servicer and the NCB Special
            Servicer] [I have disclosed to the [General Master Servicer's]
            [General Special Servicer's] [NCB Master Servicer's] [NCB Special
            Servicer's] certified public accountants all significant
            deficiencies, to my knowledge, relating to the compliance of the
            [General Master Servicer] [General Special Servicer] [NCB Master
            Servicer] [NCB Special Servicer] with the minimum servicing
            standards in accordance with a review conducted in compliance with
            the Uniform Single Attestation Program for Mortgage Bankers or
            similar standard as set forth in the Pooling and Servicing
            Agreement.]



Date:
     ---------------------------
[[ENTITY NAME]


------------------------------------------
[Signature]
[Title]]

<PAGE>

                             EXHIBIT A to EXHIBIT AA

                           FORM OF CERTIFICATION TO BE
                  PROVIDED TO DEPOSITOR AND THE MASTER SERVICER

      Re:   MorganStanley Capital I Inc. Trust 2005-IQ9 (the "Trust"),
            Commercial Mortgage Pass-Through Certificates, Series
            2005-IQ9, issued pursuant to the Pooling and Servicing
            Agreement, dated as of February 1, 2005 (the "Pooling and
            Servicing Agreement"), among Morgan Stanley Capital I
            Inc., as depositor (the "Depositor"), Wells Fargo Bank,
            National Association, as general master servicer (the
            "General Master Servicer"), Midland Loan Services, Inc.,
            as general special servicer, NCB, FSB, as master servicer
            with respect to the NCB Loans only (the "NCB Master
            Servicer"), National Consumer Cooperative Bank, as special
            servicer with respect to the Co-op Mortgage Loans only,
            LaSalle Bank National Association, as trustee, paying
            agent and certificate registrar (the "Trustee") and ABN
            AMRO Bank N.V., as fiscal agent. Capitalized terms used
            herein but not defined herein have the respective meanings
            given them in the Pooling and Servicing Agreement.


I, [identify the certifying individual], [identify title], on behalf of
[___________], as Primary Servicer, certify to the Depositor, the Trustee and
[the General Master Servicer] [the NCB Master Servicer], and their officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      1.    I am responsible for reviewing the activities performed by the
            Primary Servicer under the [describe sub-servicing agreement] and
            based upon my knowledge and the annual compliance review performed
            as required under Section ___ of the Primary Servicing Agreement,
            and except as disclosed in the compliance certificate delivered
            pursuant to Section ___ of the Primary Servicing Agreement, the
            Primary Servicer has fulfilled its material obligations under the
            Primary Servicing Agreement; and

      2.    I have disclosed to the Primary Servicer's certified public
            accountants all significant deficiencies, to my knowledge, relating
            to the compliance of the Primary Servicer with the minimum servicing
            standards in accordance with a review conducted in compliance with
            the Uniform Single Attestation Program for Mortgage Bankers or
            similar standard as set forth in the Primary Servicing Agreement.]

Date:
     ---------------------------


------------------------------------------
[Signature]
[Title]

<PAGE>

                                   SCHEDULE I

                               MSMC LOAN SCHEDULE


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Loan                    Mortgage
Pool                      Loan       Loan           Property
No.                      Seller     Number            Name
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>
 1                        MSMC       1          125 Park Avenue
 5                        MSMC       2          Hulen Mall
 7                        MSMC       04-16797   225 West Broadway
 26                       MSMC       04-18106   Spring Hill Suites Orlando
 33                       MSMC       04-18107   Courtyard Marriott Greenville
 56                       MSMC       04-17902   Fairfield Inn Orlando

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     North
                       Portfolio                                                                      or
Loan                     Name                                                                        South
Pool                     (if                Street                                                    CA         Zip
No.                   applicable)           Address                 County        City     State   (NCA/SCA)    Code       MSA
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>                          <C>          <C>          <C>     <C>        <C>    <C>
 1                       NAP          125 Park Avenue              New York     New York     NY      NAP        10017  New York City
 5                       NAP          4800 Hulen Street            Tarrant      Fort Worth   TX      NAP        76132  Fort Worth
 7                       NAP          225 Broadway                 San Diego    San Diego    CA      SCA        92101  San Diego
 26                      NAP          8840 Universal Boulevard     Orange       Orlando      FL      NAP        32819  Orlando
 33                      NAP          115 The Parkway              Greenville   Greenville   SC      NAP        29615  Greenville
 56                      NAP          7100 Augusta National Drive  Orange       Orlando      FL      NAP        32822  Orlando

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                          Cut-Off
                                                                                           Date                                %
                                                                                          Balance                             by
Loan                                                          Number                       (as                             Cut-off
Pool                      Property        Property              of       Original           of                               Date
No.                         Type          Sub-Type          Properties   Balance         02/01/2005)          Sort         Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                     <C>  <C>              <C>                <C>               <C>
 1                        Office        Urban                   1      $146,250,000     $146,250,000       146,250,000       9.5%
 5                        Retail        Regional Mall           1      $121,000,000     $120,744,094       120,744,094       7.9%
 7                        Office        Urban                   1       $67,000,000      $67,000,000        67,000,000       4.4%
 26                       Hospitality   Limited Service         1       $11,000,000      $10,970,680        10,970,680       0.7%
 33                       Hospitality   Limited Service         1        $8,850,000       $8,826,411         8,826,411       0.6%
 56                       Hospitality   Limited Service         1        $5,350,000       $5,335,740         5,335,740       0.3%

Total/Weighted Average:                                              $1,544,375,825   $1,531,754,421                       100.0%

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Percent
                                                                                                                   Leased
Loan                                                                                                                 as
Pool                        Cut-Off                 Year     Year      Single-Tenant   Owner-Occupied    Percent     of
No.                          Date      Units/SF    Built  Renovated       (Y/N)        >20% (Y/N - %)    Leased     Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>        <C>    <C>               <C>             <C>           <C>    <C>
 1                        02/01/2005    603,433    1923   1996-2003         N               N             95.5%  08/31/2004
 5                        02/01/2005    348,796    1977     1994            N               N             95.1%  08/31/2004
 7                        02/01/2005    330,367    1976   1996-2001         N               N             98.0%  10/31/2004
 26                       02/01/2005        167    1999      NAP            N               N             76.7%  09/30/2004
 33                       02/01/2005        136    2000      NAP            N               N             66.6%  09/30/2004
 56                       02/01/2005        139    1998     2004            N               N             78.6%  09/30/2004

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Loan                         Percent
Pool                         Leased                    Borrower
No.                          Source                      Name
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>
 1                        UW Rent Roll        SRI SIX 125 PARK LLC
 5                        UW Rent Roll        Hulen Owner LP
 7                        Rent Roll           Broadway 225 Stonecrest Holdings, LLC; Broadway 225 Sorrento Holdings, LLC
 26                       Occupancy Report    Laxmi Republic Hotel, Ltd.
 33                       Occupancy Report    JHM Parkway Hotel, LLC
 56                       Occupancy Report    JHM Lee Vista Hotel, Ltd.

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Ground
                                                                                     Lease
                                                                                  Extinguished     Ground
Loan                                                                                 Upon           Lease     Extension
Pool                                                          Lien    Ownership   Foreclosure    Expiration    Options
No.                                 Sponsor                  Status   Interest       (Y/N)          Date        (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                <C>      <C>             <C>            <C>          <C>
 1                        Shorenstein Realty Investors Six   First    Fee             N              NAP          N
 5                        General Growth Properties          First    Fee             N              NAP          N
 7                        American Assets, Inc               First    Fee             N              NAP          N
 26                       H. P. Rama                         First    Fee             N              NAP          N
 33                       Hasmukh Rama                       First    Fee             N              NAP          N
 56                       H.P. Rama; J.P. Rama;              First    Fee             N              NAP          N
                          M.P. Rama; JHM Hotels

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                          Ground
                                           Lease
                                          Outside
                                        Expiration                                             First
Loan                       Extension       Date                    Modified                     P&I
Pool                        Options     (Including       Note        Loan     Modification    Payment
No.                       Description   Extensions)      Date       (Y/N)     Description      Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>       <C>             <C>         <C>        <C>
 1                            NAP           NAP       11/01/2004      N           NAP           NAP
 5                            NAP           NAP       11/12/2004      N           NAP        01/07/2005
 7                            NAP           NAP       12/09/2004      N           NAP           NAP
 26                           NAP           NAP       11/19/2004      N           NAP        01/01/2005
 33                           NAP           NAP       11/19/2004      N           NAP        01/01/2005
 56                           NAP           NAP       11/19/2004      N           NAP        01/01/2005

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                     First
                            First                   Interest           Maturity
Loan                       Payment                    Only               Date               ARD
Pool                        Date                     Period               or                Loan
No.                         (IO)                     (mos)                ARD              (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>           <C>                    <C>
 1                        12/08/2004                   119           10/08/2014             N
 5                           NAP                       NAP           12/07/2011             N
 7                        02/08/2005                   120           01/08/2015             Y
 26                          NAP                       NAP           12/01/2014             N
 33                          NAP                       NAP           12/01/2014             N
 56                          NAP                       NAP           12/01/2014             N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                          Maturity
                            Date
Loan                         of        ARD
Pool                         ARD       Rate                                Lockbox    Lockbox
No.                         Loan       Step                                 Status     Type
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>                                  <C>        <C>
 1                        NAP          NAP                                  In-Place   Hard
 5                        NAP          NAP                                  In-Place   Hard
 7                        01/08/2035   Greater of I.R. + 5% and T.R. + 5%   In-Place   Soft
 26                       NAP          NAP                                  None       NAP
 33                       NAP          NAP                                  None       NAP
 56                       NAP          NAP                                  None       NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                      Terms/Description
Loan                        of
Pool                    Springing
No.                      Lockbox
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>
 1                        NAP
 5                        NAP
 7                        Springs hard upon Event of Default or when DSCR falls below 1.10x.
                          Upon a cure of an event of default or if DSCR is above 1.10x for three (3) consecutive months,
                          the cash management period would end and borrower would again be able to access the funds daily.
 26                       NAP
 33                       NAP
 56                       NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                            Orig.
                            Term
                             to                                                    Monthly    Monthly
Loan                      Maturity                                                  Debt       Debt
Pool                         or       Rem.   Orig.    Rem.                Loan     Service    Service
No.                          ARD     Term   Amort.   Amort     Rate     Constant    (P&I)       (IO)
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>     <C>     <C>    <C>          <C>     <C>        <C>
 1                             119    116     IO      IO     5.74800%     5.828%    NAP      $710,267
 5                              84     82      360     358     5.030%     6.464%  $651,774     NAP
 7                             120    119     IO      IO       5.115%     5.186%    NAP      $289,554
 26                            120    118      300     298     5.790%     7.578%   $69,468     NAP
 33                            120    118      300     298     5.790%     7.578%   $55,890     NAP
 56                            120    118      300     298     5.790%     7.578%   $33,787     NAP

Total/Weighted Average:        125    115      341     329     5.848%

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                       Cut-Off
                                                                                        Date
                                   NOI               Implied                           Balance
                                  DSCR                 DSCR      DSCR                    per
Loan                             (after                 @       (after      Annual      Unit      Interest
Pool                      NOI      IO      Current    8.00%       IO         Debt        or       Accrual
No.                       DSCR   period)    DSCR     Constant   period)    Service       SF        Method
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>      <C>        <C>        <C>      <C>     <C>          <C>       <C>
 1                        1.55     NAP        1.41       1.03     NAP     $8,523,206      $242   Actual/360
 5                        1.41     NAP        1.37       1.11     NAP     $7,821,294      $346   Actual/360
 7                        1.85     NAP        1.69       1.09     NAP     $3,474,648      $203   Actual/360
 26                       1.80     NAP        1.63       1.55     NAP       $833,614   $65,693   Actual/360
 33                       1.78     NAP        1.60       1.52     NAP       $670,680   $64,900   Actual/360
 56                       1.94     NAP        1.71       1.63     NAP       $405,440   $38,387   Actual/360

Total/Weighted Average:                       2.05x

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Source
Loan                      Balloon                             Cut-Off                      of                      Rem.
Pool                       Loan       Balloon      Balloon     Date       Appraised      Current    Valuation      Tax
No.                       (Y/N)       Balance        LTV        LTV         Value         Value        Date      Credits
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>    <C>               <C>        <C>     <C>            <C>         <C>            <C>
 1                           Y      $146,250,000      63.6%      63.6%   $230,000,000   Appraisal   09/01/2004     NAP
 5                           Y      $107,369,824      66.3%      74.5%   $162,000,000   Appraisal   10/11/2004     NAP
 7                           Y       $67,000,000      69.8%      69.8%    $96,000,000   Appraisal   11/15/2004     NAP
 26                          Y        $8,484,692      49.0%      63.4%    $17,300,000   Appraisal   10/01/2004     NAP
 33                          Y        $6,826,319      50.2%      64.9%    $13,600,000   Appraisal   10/01/2004     NAP
 56                          Y        $4,126,646      49.7%      64.3%     $8,300,000   Appraisal   10/01/2004     NAP

Total/Weighted Average:                               50.3%      59.4%

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                          Original
Loan                         Original     Appraisal                      FIRREA      Phase      Phase   Engineering
Pool                        Appraised      Report     Capitalization   Appraisal       I         II       Report
No.                           Value         Date           Rate          (Y/N)        Date      Date       Date           UCF
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>               <C>             <C>     <C>           <C>    <C>            <C>
 1                        $230,000,000   08/06/2004        NAP             Y       08/13/2004    NAP    08/13/2004    $12,040,803
 5                        $162,000,000   10/21/2004        NAP             Y       10/12/2004    NAP    10/11/2004    $10,681,533
 7                         $96,000,000   11/17/2004        NAP             Y       11/17/2004    NAP    11/17/2004     $5,855,351
 26                        $17,300,000   10/08/2004        NAP             Y       11/04/2004    NAP    10/07/2004     $1,358,957
 33                        $13,600,000   10/06/2004        NAP             Y       11/04/2004    NAP    11/03/2004     $1,076,045
 56                         $8,300,000   10/08/2004        NAP             Y       11/04/2004    NAP    10/07/2004       $694,210

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              %
                                                                                                      Lease                  NSF
                                                                                                    Expiration     NSF       of
                                               Date             Years                                  Date        of        the
Loan                                            of               of                                     of       Largest   Largest
Pool                       Underwritten      Operating        Financial           Largest            Largest     Tenant    Tenant
No.                            NOI           Statement       Information          Tenant              Tenant      (SF)       (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>                           <C>  <C>                     <C>          <C>         <C>
 1                         $13,175,431      12/31/2003                 2    Meredith Corporation    12/31/2011   151,196      25.1%
 5                         $11,059,881      12/31/2003                 3   United Artists Theater   05/31/2005    20,000       5.7%
 7                          $6,416,974         2003                    3    County of San Diego     05/31/2007    66,348      20.1%
 26                         $1,502,325   T-12 (09/30/2004)             3            NAP                NAP         NAP       NAP
 33                         $1,192,458   T-12 (09/30/2004)             3            NAP                NAP         NAP       NAP
 56                           $787,644   T-12 (09/30/2004)             3            NAP                NAP         NAP       NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                             Lease                   %
                                                           Expiration     NSF       NSF
                                                              Date        of        of
                                                               of         2nd       2nd
Loan                        2nd                               2nd       Largest   Largest       3rd
Pool                      Largest                           Largest     Tenant    Tenant      Largest
No.                        Tenant                            Tenant      (SF)       (%)       Tenant
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                              <C>           <C>        <C>       <C>
 1                        Reed Elsevier, Inc.              06/30/2009    70,510      11.7%    FGIC Holdings, Inc.
 5                        Gap, Inc.                        01/31/2006    17,265       4.9%    Abercrombie & Fitch
 7                        Federal Defenders of San Diego   07/31/2010    26,919       8.1%    Station Venture Opera
 26                       NAP                                 NAP         NAP       NAP       NAP
 33                       NAP                                 NAP         NAP       NAP       NAP
 56                       NAP                                 NAP         NAP       NAP       NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                      %
                              Lease       NSF        NSF
                            Expiration    of         of
                               of         3rd        3rd
Loan                           3rd      Largest    Largest  Related      Related
Pool                         Largest    Tenant     Tenant   Borrowers   Borrower
No.                           Tenant     (SF)        (%)     (Y/N)        List
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>          <C>       <C>     <C>
 1                        07/31/2008    58,693       9.7%      N       NAP
 5                        01/31/2006     9,472       2.7%      N       NAP
 7                        07/31/2021    24,180       7.3%      N       NAP
 26                              NAP       NAP       NAP       Y       04-18106; 04-18107; 04-17902
 33                              NAP       NAP       NAP       Y       04-18106; 04-18107; 04-17902
 56                              NAP       NAP       NAP       Y       04-18106; 04-18107; 04-17902

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                            Single
                              Cross          Note
                          Collateralized      /
                                /          Multiple         Crossed                      Description
Loan                          Cross        Property   Loan/Multi-property   Additional       of
Pool                        Defaulted        Loan            Pool           Collateral   Additional
No.                            (Y/N)         (Y/N)          (Y/N)             (Y/N)      Collateral
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>              <C>      <C>
 1                              N             N                N                N        NAP
 5                              N             N                N                N        NAP
 7                              N             N                N                Y        Horton Plaza Parking Ground Lease
 26                             N             N                N                N        NAP
 33                             N             N                N                N        NAP
 56                             N             N                N                N        NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                          Current
                                                            Tax
                                     Tax                  Escrow     Ongoing         Tax         Springing
                           Tax     Service    Initial     Balance      Tax         Reserve        Reserve
                          Escrow   Contract     Tax         as        Escrow         Cap        Requirement
Loan                       in        in       Escrow        of          -            ($             for
Pool                      Place     Place      Amount    2/1/2005    Monthly         and            Tax
No.                        (Y/N)     (Y/N)       ($)       ($)         ($)        Description)     (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>      <C>         <C>        <C>            <C>             <C>
 1                          N         N             $0          $0         $0        NAP             Y
 5                          N         N             $0          $0         $0        NAP             Y
 7                          N         N            NAP         NAP        NAP        NAP             Y
 26                         Y         Y        $22,315     $33,472    $11,157        NAP             N
 33                         Y         Y       $110,000     $25,835     $9,167        NAP             N
 56                         Y         Y        $15,580     $23,459     $7,878        NAP             N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                              Terms
                                or
                            Conditions                                                    Interest
                               for                                                           on      Insurance
                            Springing                                                       Tax       Escrow
Loan                           Tax                                                         Escrow       in
Pool                         Reserve                                                        Paid       Place
No.                        Requirement                                                       to:       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                             <C>            <C>
 1                        (i) Event of Default and (ii) DSCR < 1.05,                      Borrower       N
                          as of the end of any calendar quarter.
 5                        Failure to provide proof of payment                             Borrower       N
 7                        Event of Default or delinqency in payment of this obligation.     NAP          N
 26                       NAP                                                              Lender        N
 33                       NAP                                                              Lender        N
 56                       NAP                                                              Lender        N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                          Current
                                         Insurance      Ongoing       Insurance      Springing
                           Initial        Escrow       Insurance       Reserve        Reserve
                          Insurance       Balance        Escrow          Cap        Requirement
Loan                        Escrow          as             -             ($             for
Pool                        Amount          of          Monthly          and         Insurance
No.                           ($)       02/01/2005($)      ($)       Description)      (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>          <C>       <C>             <C>
 1                            $0                  $0           $0        NAP             Y
 5                            $0                  $0           $0        NAP             Y
 7                           NAP                  $0           $0        NAP             Y
 26                          NAP                  $0           $0        NAP             Y
 33                          NAP                  $0           $0        NAP             Y
 56                          NAP                  $0           $0        NAP             Y

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                             Terms
                               or
                           Conditions                                                                          Interest
                              for                                                                                 on
                           Springing                                                                           Insurance
Loan                       Insurance                                                                            Escrow
Pool                        Reserve                                                                             Paid
No.                        Requirement                                                                           to:
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                                 <C>
 1                        (i) Event of Default and (ii) DSCR < 1.05, as of the end of any calendar quarter.   Borrower
 5                        Failure to provide proof of payment                                                 Borrower
 7                        Event of Default or delinqency in payment of this obligation.                          NAP
 26                       Event of Default or Failure to maintain blanket policy                                 NAP
 33                       Event of Default or Failure to maintain blanket policy                                 NAP
 56                       Event of Default or Failure to maintain blanket policy                                 NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                           %
                                                                          of
                                                                         Total
                           Deferred       Deferred                    Recommended                    Cap
                          Maintenance   Maintenance      Deferred      Deferred                       Ex
                            Escrow      Recommended    Maintenance    Maintenance                   Escrow
Loan                          in            per           Escrow        Amount         Deferred       in
Pool                         Place         Report         Amount       Escrowed       Maintenance   Place
No.                          (Y/N)          ($)            ($)            (%)          Comments     (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>             <C>           <C>        <C>             <C>
 1                             N             $11,400             $0           NAP     De Minimus      N
 5                             N             $79,000             $0           NAP     De Minimus      N
 7                             N                  $0             $0          0.0%         NAP         Y
 26                            N                  $0             $0          0.0%         NAP         Y
 33                            N                  $0             $0          0.0%         NAP         Y
 56                            Y              $7,500         $9,375        125.0%         NAP         Y

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                Annual
                                     Ongoing    Ongoing           Cap               Cap         Springing
                          Initial      Cap        Cap             Ex                Ex           Reserve
                            Cap         Ex         Ex           Reserve           Reserve      Requirement
                             Ex       Escrow     Escrow       Requirement          Cap             for
Loan                       Escrow       -          -              per               ($             Cap
Pool                       Amount    Monthly     Annual         SF/Unit             and            Ex
No.                          ($)        ($)        ($)             ($)          Description)       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>       <C>               <C>            <C>               <C>
 1                              $0         $0         $0           NAP               NAP           Y
 5                              $0         $0         $0           NAP               NAP           Y
 7                         $66,106     $5,506    $66,073            $0           $66,106           N
 26                             $0    $11,617   $139,404          $835               NAP           N
 33                             $0     $9,701   $116,412          $856               NAP           N
 56                             $0     $7,573    $90,876          $654               NAP           N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                               Terms                                                                                     Current
                                 or                                                                                        Cap
                             Conditions                                                                                    Ex
                                for                                                                                       Escrow
                             Springing                                                                                   Balance
                                Cap                                                                                        as
Loan                            Ex                                                                                         of
Pool                         Reserve                                                                                    2/1/2005
No.                        Requirement                                                                                     ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                                          <C>
 1                        (i) Event of Default and (ii) DSCR < 1.05, as of the end of any calendar quarter.                 $0
 5                        (i) Event of default or (ii) DSCR based on NOI and actual debt service falls below 1.25x          $0
 7                        NAP                                                                                          $66,109
 26                       NAP                                                                                          $11,617
 33                       NAP                                                                                           $9,701
 56                       NAP                                                                                           $7,573

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                          Interest
                             on                          Ongoing     Annual        TI/LC        Springing
                            Cap      TI/LC    Initial     TI/LC      TI/LC        Reserve        Reserve
                             Ex      Escrow    TI/LC      Escrow     Escrow         Cap        Requirement
Loan                       Escrow      in      Escrow       -         per           ($             for
Pool                        Paid     Place     Amount    Monthly    SF/Unit         and           TI/LC
No.                          to:      (Y/N)      ($)       ($)        ($)       Description)       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>          <C>        <C>    <C>           <C>             <C>
 1                        Borrower     N            $0         $0     NAP           NAP             Y
 5                        Borrower     N            $0         $0     NAP           NAP             Y
 7                        Borrower     N            $0         $0     NAP           NAP             Y
 26                       Borrower     N            $0         $0     NAP           NAP             N
 33                       Borrower     N            $0         $0     NAP           NAP             N
 56                       Borrower     N            $0         $0     NAP           NAP             N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                              Terms
                               or
                           Conditions
                              for
                           Springing
Loan                         TI/LC
Pool                        Reserve
No.                       Requirement
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>
1                         (i) Event of Default and (ii) DSCR < 1.05, as of the end of any calendar
                          quarter.
5                         (i) Event of default or (ii) DSCR based on NOI and actual debt service
                          falls below 1.25x
7                         In case of E of D or DSCR falls below 1.10x, borrower must deposit
                          $1,118,000 into a TI/LC reserve. If drawn upon, then there will be a
                          monthly TI/LC escrow of $41,295.92. All funds will be released once
                          the DSCR exceeds 1.10x for 3 consecutive months
26                        NAP
33                        NAP
56                        NAP



Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                    Current
                           Current                               Environmental
                            TI/LC     Interest                       Escrow                           Ongoing
                           Balance       on      Environmental      Balance          Initial       Environmental
                             as        TI/LC        Escrow             as         Environmental        Escrow
Loan                         of        Escrow         in               of             Escrow              -
Pool                      2/1/2005      Paid         Place          2/1/2005          Amount          Monthly
No.                         ($)          to:         (Y/N)            ($)              ($)              ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>  <C>              <C>                   <C>              <C>              <C>
 1                               $0   Borrower         N                     $0               $0               $0
 5                               $0   Borrower         N                     $0               $0               $0
 7                               $0     NAP            N                     $0               $0               $0
 26                              $0     NAP            N                     $0               $0               $0
 33                              $0     NAP            N                     $0               $0               $0
 56                              $0     NAP            N                     $0               $0               $0

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                               Terms
                                                                or
                          Environmental      Springing      Conditions       Interest
                             Reserve          Reserve           for             on          Other
                               Cap          Requirement      Springing     Environmental   Escrows
Loan                            ($              for        Environmental      Escrow         in
Pool                           and         Environmental      Reserve          Paid         Place
No.                        Description)        (Y/N)        Requirement         to:         (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>            <C>          <C>              <C>
 1                             NAP               N              NAP             NAP           N
 5                             NAP               N              NAP          Borrower         N
 7                             NAP               N              NAP             NAP           N
 26                            NAP               N              NAP             NAP           N
 33                            NAP               N              NAP             NAP           N
 56                            NAP               N              NAP             NAP           N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                       Current
                                                        Other
                                                        Escrow     Ongoing        Other
                                          Initial      Balance      Other        Reserve         Other
                          Description      Other          as        Escrow         Cap         Springing
Loan                          of          Escrow          of          -            ($           Reserve
Pool                        "Other"       Amount       2/1/2005    Monthly         and        Requirement
No.                         Escrows         ($)          ($)         ($)       Description)       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>          <C>        <C>       <C>             <C>
1                             NAP                $0           $0         $0        NAP             N
5                             NAP                $0           $0         $0        NAP             N
7                             NAP                $0           $0         $0        NAP             N
26                            NAP                $0           $0         $0        NAP             N
33                            NAP                $0           $0         $0        NAP             N
56                            NAP                $0           $0         $0        NAP             N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                             Terms
                              or        Interest
                          Conditions       on
                              for        Other                                                     Future
Loan                         Other       Escrow    Springing                                       Payment
Pool                        Reserve       Paid      Escrow     Springing                           Changes    Payment
No.                       Requirement      to:       (Y/N)       Escrow                             (Y/N)    Frequency
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>            <C>     <C>                                    <C>     <C>
1                             NAP         NAP          Y       Taxes, Insurance, TI/LC's, Cap Ex      N       Monthly
5                             NAP       Borrower       Y       Taxes, Insurance, TI/LC's, Cap Ex      N       Monthly
7                             NAP         NAP          Y       Tax, Insurance, TI/LC                  N       Monthly
26                            NAP         NAP          Y       Insurance                              N       Monthly
33                            NAP         NAP          Y       Insurance                              N       Monthly
56                            NAP         NAP          Y       Insurance                              N       Monthly

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                  Debt
                                 Service   Debt                                                           Balloon    Balloon
                                 Payment   Service                                                        Payment    Payment
                                  Grace    Grace                                                           Grace      Grace
                                 Period    Period                                                          Period     Period
                                   to      to                                                                to         to
Loan                             Impose    Call                                               Default      Impose      Call
Pool                      Due     Late      a                                                Interest       Late        a
No.                       Date   Charge   Default                                                %         Charge    Default
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>    <C> <C>                                            <C>             <C>        <C>
 1                           8         0      5                                                  3.0%            0          5
 5                           7         5      0                                                    3%            5          0
 7                           8         0      0   Lesser of I.R. + 4% and maximum allowed by law                 0          0
 26                          1         5      5   Lesser of I.R. + 5% and maximum allowed by law                 0          0
 33                          1         5      5   Lesser of I.R. + 5% and maximum allowed by law                 0          0
 56                          1         5      5   Lesser of I.R. + 5% and maximum allowed by law                 0          0

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Earthquake
Loan                     Assumption                                                                   Zone                Earthquake
Pool                     Provision    Assumption/                                                    3 or 4               Insurance
No.                        (Y/N)      Fee                                                            (Y/N)       PML%       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>                                                             <C>        <C>          <C>
1                            Y        1 time - $150,000                                                N          NAP         Y
5                            Y        1 time - <$10,000                                                N          NAP         Y
7                            Y        4 times @ no charge for first; 0.5%
                                      for second; 1.0% for third and fourth                           Y-4        18.0%        N
26                           Y        3 times @ 0.5% for first; 0.75% for second; 1.0% for third       N          NAP         Y
33                           Y        3 times @ 0.5% for first; 0.75% for second; 1.0% for third       N          NAP         Y
56                           Y        3 times @ 0.5% for first; 0.75% for second; 1.0% for third       N          NAP         Y

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Loan                      Hurricane   Hurricane   Flood     Flood     Environmental
Pool                        Zone      Insurance   Zone    Insurance     Insurance      SAE
No.                        (Y/N)        (Y/N)     (Y/N)     (Y/N)         (Y/N)       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>       <C>       <C>           <C>         <C>
 1                            N           Y         N         Y             N           Y
 5                            N           Y         N         Y             N           Y
 7                            N           Y         N         N             N           Y
 26                           N           Y         N         Y             N           Y
 33                           N           Y         N         Y             N           Y
 56                           N           Y         N         Y             N           Y

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Current
                                                                                                Additional
                                                                                                Financing
Loan                                       Non-Consolidation    Independent      Revocable          in
Pool                           SPE              Opinion          Director          Trust          Place
No.                           (Y/N)              (Y/N)             (Y/N)           (Y/N)       (Y/N/Silent)
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>               <C>             <C>            <C>
 1                              Y                  Y                 Y               Y              N
 5                              Y                  Y                 Y               Y              N
 7                              Y                  Y                 Y               N              N
 26                             Y                  N                 N               N              N
 33                             Y                  N                 N               N              N
 56                             Y                  N                 N               N              N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                           Current                                                    Future
                          Additional                                 Additional     Additional
                          Financing     Description    Standstill     Financing      Financing
                           Secured          of         Agreement      Permitted       Secured
Loan                         by          Current          in            In             by
Pool                       Property     Additional       Place         Future        Property
No.                         (Y/N)       Financing        (Y/N)      (Y/N/Silent)       (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>            <C>            <C>            <C>
 1                            N             NAP            N              Y              N
 5                            N             NAP            Y              Y              N
 7                            N             NAP            N              N              N
 26                           N             NAP            N              Y              N
 33                           N             NAP            N              Y              N
 56                           N             NAP            N              Y              N

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                          Description
                              of
Loan                        Future
Pool                      Additional
No.                       Financing
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>
 1                        Mezzanine Debt
 5                        Mezzanine Debt
 7                        NAP
 26                       Upon the sale of the property, the lender will allow the new owner to
                          obtain up to seventy percent (70%) of the sales price in mezzanine
                          financing (to be secured by ownership interest in the borrowing entity)
 33                       Upon the sale of the subject property, the lender will allow
                          the new owner to obtain up to 70% of the sales price in
                          mezzanine financing to be secured by ownership interest in the
                          borrowing entity.
 56                       Upon the sale of the Property, the Lender will allow the new
                          owner to obtain up to seventy percent (70%) of the sales price in mezzanine
                          financing (to be secured by ownership interest in Borrowing Entity).


Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                         No.                        No.
                                          Sec.           of          Sec.           of         Partial       Partial
Loan                       Number          8            Sec.          42           Sec.      Collateral     Collateral
Pool                        Times      (Multifamily)     8        (Multifamily)     42         Release       Release
No.                      Delinquent       (Y/N)        Units         (Y/N)        Units        (Y/N)       Description
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>         <C>            <C>         <C>            <C>           <C>
 1                                 0         N            N             N           NAP            N             NAP
 5                                 0         N            N             N           NAP            N             NAP
 7                                 0         N           NAP            N           NAP            N             NAP
 26                                0         N           NAP            N           NAP            N             NAP
 33                                0         N           NAP            N           NAP            N             NAP
 56                                0         N           NAP            N           NAP            N             NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                            Partial
                          Collateral    Outparcel   Outparcel
                            Release        or       or
Loan                      Prepayment      Other     Other
Pool                        Penalty      Release    Release
No.                       Description     (Y/N)     Description
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>     <C>
 1                            NAP           N       NAP
 5                            NAP           Y       Vacant, Unimproved parcel
 7                            NAP           Y       Release of parcels 1, 2 & 3, so long as DSCR for
                                                    remaining Properties is equal to or greater than 1.69x
                                                    and LTV is N greater than 70%. For Parcel 1, Borrower
                                                    shall pay the greater of $1,653,750 or the PV release
                                                    price (1.25 times Parcel 1's NI divided by 6.75% and
                                                    multipied by .70, plus any accrued and unpaid interest
                                                    on the unpaid principal amount and any applicable YM1
                                                    premium. For Parcel 2, Borrower shall pay the greater of
                                                    $1,223,750 or the PV release price (1.25 times Parcel
                                                    2's NI divided by 6.75% and multipied by .70), plus any
                                                    accrued and unpaid interest on the unpaid principal
                                                    amount and any applicable YM1 premium.
 26                           NAP           N       NAP
 33                           NAP           N       NAP
 56                           NAP           N       NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                        Voluntary
                                                         Partial
                                                        Prepayment
                                                        Permitted
                                                          (Y/N)
                                                        (escrows,
Loan                     Substitution   Substitution      LOCs,      Partial
Pool                        Allowed       Provision       other,     Prepayment
No.                          (Y/N)       Description      etc.)      Description
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>            <C>      <C>
 1                             N             NAP            N        NAP
 5                             N             NAP            N        NAP
 7                             N             NAP            Y        Release of parcels 1 & 2 with a Prepay Fee (PV Release Price)
                                                                     and subject to YM1.
 26                            N             NAP            N        NAP
 33                            N             NAP            N        NAP
 56                            N             NAP            N        NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                          Day
                          Prepayment
                          Allowed
Loan                      (plus                                                LO
Pool                      accrued                                             End
No.                       interest?)                      Seasoning   LO      Date      DEF   DEF+1   DEF/YM1   YM   YM1   YM2
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                     <C> <C>  <C>           <C>  <C>     <C>       <C>  <C>   <C>
 1                        Any day with accrued interest           3   27   10/07/2014    91
 5                        Any day with accrued interest           2   26   09/06/2011    54
 7                        DueDate                                 1   25   11/07/2014    92
 26                       DueDate                                 2   26   08/31/2014    90
 33                       DueDate                                 2   26   08/31/2014    90
 56                       DueDate                                 2   26   08/31/2014    90

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Loan                                                                                                              Primary
Pool                                                                                                      YM      Servicer
No.                        6.0%   5.0%   4.8%   4.0%   3.6%   3.0%   2.4%   2.0%   1.2%   1.0%   Open   Formulas     Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>       <C>
 1                                                                                                 1
 5                                                                                                 4
 7                                                                                                 3
 26                                                                                                4
 33                                                                                                4
 56                                                                                                4

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                    Cooperative
                                                                                       Value
Loan                         Correspondent/    Master    Trustee   Administrative       as a
Pool                          Subservicer     Servicer   Annual         Cost           Rental      Unsold
No.                                Fee           Fee        Fee          Rate          Property     Percent
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>        <C>       <C>              <C>            <C>
1                                                                                       NAP          NAP
5                                                                                       NAP          NAP
7                                                                                       NAP          NAP
26                                                                                      NAP          NAP
33                                                                                      NAP          NAP
56                                                                                      NAP          NAP

Total/Weighted Average:

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                             Cutoff
Loan                                                                           LTV
Pool                      Sponsor   Investor    Coop        Sponsor            as              Coop
No.                         Units     Units      Units        Carry           Rental      Sponsor/Investor
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>        <C>          <C>             <C>              <C>
1                           NAP       NAP        NAP          NAP             NAP              NAP
5                           NAP       NAP        NAP          NAP             NAP              NAP
7                           NAP       NAP        NAP          NAP             NAP              NAP
26                          NAP       NAP        NAP          NAP             NAP              NAP
33                          NAP       NAP        NAP          NAP             NAP              NAP
56                          NAP       NAP        NAP          NAP             NAP              NAP

Total/Weighted Average:

</TABLE>

<PAGE>

                                   SCHEDULE II

                               IXIS LOAN SCHEDULE

MSCI 2005-IQ9
IXIS Accounting Tape
February 15, 2005

                            Single Note/ Multiple Properties
                            Cross Collateralized/Cross defaulted

<TABLE>
<CAPTION>
Loan Pool No.           Mortgage Loan Seller     Loan Number     Property Name                     Portfolio Name (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>             <C>                               <C>
      2                 IXIS                     IXIS1.1         Central Mall-Texarkana, TX        Central Mall Portfolio
      3                 IXIS                     IXIS1.2         Central Mall-Lawton, OK           Central Mall Portfolio
      4                 IXIS                     IXIS1.3         Central Mall-Port Arthur, TX      Central Mall Portfolio
     22                 IXIS                     IXIS2           Parkside Shops                    NAP
     24                 IXIS                     IXIS3           Brentwood Town Center             NAP
     25                 IXIS                     IXIS4           Crown Plaza                       NAP
     27                 IXIS                     IXIS5           Montgomery Field                  NAP
     28                 IXIS                     IXIS6           Okeechobee Industrial Park        Okeechobee Industrial Park
     30                 IXIS                     IXIS7           Stone Mist Apartments             NAP
     31                 IXIS                     IXIS8           Columbia Lakeside                 NAP
     32                 IXIS                     IXIS9           Bermuda Run                       NAP
     37                 IXIS                     IXIS10          Park Hill Medical Plaza           NAP
     40                 IXIS                     IXIS11          Skyway Commerce Center            NAP
     41                 IXIS                     IXIS13          Timber Ridge                      NAP
     45                 IXIS                     IXIS14          Wood Trail Apartments             NAP
     50                 IXIS                     IXIS15          Exchange Medical Office           NAP
     57                 IXIS                     IXIS16          Waldorf Hampton Inn               NAP
     75                 IXIS                     IXIS17          Thunderbird Crossing              NAP
     81                 IXIS                     IXIS18          Walgreens-Grapevine               NAP
     91                 IXIS                     IXIS19          3965 Durango                      NAP
     96                 IXIS                     IXIS20          Cedar Ridge                       NAP
    128                 IXIS                     IXIS21          VSV Plaza                         NAP
    197                 IXIS                     IXIS22          Autumn Park                       NAP
Total/Weighted Average:


<CAPTION>
                                                                                                            North or South     Zip
Loan Pool No.       Street Address                                      County         City        State    CA (NCA/SCA)       Code
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                 <C>            <C>              <C>         <C>          <C>
      2          2400 Richmond Road                                  Bowie          Texarkana        TX          NAP          75503
      3          200 SW C Avenue                                     Comanche       Lawton           OK          NAP          73501
      4          3100 Highway 365                                    Jefferson      Port Arthur      TX          NAP          77642
     22          5920 Roswell Road                                   Fulton         Atlanta          GA          NAP          30328
     24          13050 San Vicente Boulevard                         Los Angeles    Los Angeles      CA          SCA          90049
     25          631 South Olive Street                              Los Angeles    Los Angeles      CA          SCA          90014
     27          8525, 8575, and 8665 Gibbs Drive & 8690 Aero Drive  San Diego      San Diego        CA          SCA          92123
     28          1550 Latham Road & 2675 Norman Drive                Palm Beach     West Palm Beach  FL          NAP          33409
     30          10901 Mist Lane                                     Harris         Houston          TX          NAP          77070
     31          10211 Wincopin Circle                               Howard         Columbia         MD          NAP          21044
     32          100 Bermuda Run                                     Bulloch        Statesboro       GA          NAP          30458
     37          7325 Medical Center Drive                           Los Angeles    West Hills       CA          SCA          91307
     40          10255-10275 Old Placerville Road                    Sacramento     Sacramento       CA          NCA          95827
     41          3602 Rolling Green Drive                            Taylor         Abilene          TX          NAP          79606
     45          1909 Shiloh Road                                    Smith          Tyler            TX          NAP          75703
     50          412 Malcolm Drive                                   Carroll        Westminster      MD          NAP          21157
     57          3750 Crain Highway                                  Charles        Waldorf          MD          NAP          20603
     75          8345 and 8411 West Thunderbird Road                 Maricopa       Peoria           AZ          NAP          85381
     81          912 W. Northwest Highway                            Tarrant        Grapevine        TX          NAP          76051
     91          3965 & 3975 S. Durango Dr.                          Clark          Las Vegas        NV          NAP          89147
     96          4615 Summerhill Road                                Bowie          Texarkana        TX          NAP          75503
     128         1358 Oaktree Road                                   Middlesex      Iselin           NJ          NAP          08830
     197         3333 Ridgemont Drive                                Orange         Orange           TX          NAP          77630
Total/Weighted Average:


<CAPTION>
                                                                                                       Cut-Off Date
Loan Pool                                                  Property        Number of     Original      Balance (as of
   No.     MSA                            Property Type    Sub-Type       Properties      Balance       02/01/2005)        Sort
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                            <C>              <C>                 <C>   <C>              <C>               <C>
    2      Texarkana                      Retail           Anchored            3        $54,900,000      $54,900,000    134,500,000
    3      Lawton                         Retail           Anchored            3        $43,200,000      $43,200,000    134,500,000
    4      Beaumont-Port Arthur           Retail           Anchored            3        $36,400,000      $36,400,000    134,500,000
   22      Atlanta                        Retail           Unanchored          1        $12,500,000      $12,488,286     12,488,286
   24      Los Angeles                    Retail           Unanchored          1        $11,400,000      $11,388,833     11,388,833
   25      Los Angeles                    Office           Urban               1        $11,250,000      $11,250,000     11,250,000
   27      San Diego                      Office           Suburban            1        $11,000,000      $10,932,761     10,932,761
   28      West Palm Beach                Industrial       Office/Warehouse    1        $10,400,000      $10,400,000     10,400,000
   30      Houston                        Multifamily      Garden              1        $10,000,000      $10,000,000     10,000,000
   31      Baltimore                      Office           Suburban            1         $9,700,000       $9,700,000      9,700,000
   32      Statesboro                     Multifamily      Garden              1         $9,000,000       $8,991,355      8,991,355
   37      Los Angeles                    Office           Medical             1         $8,460,000       $8,460,000      8,460,000
   40      Sacramento                     Industrial       Office/Warehouse    1         $7,150,000       $7,142,720      7,142,720
   41      Abilene                        Multifamily      Garden              1         $6,900,000       $6,900,000      6,900,000
   45      Tyler                          Multifamily      Garden              1         $6,160,000       $6,160,000      6,160,000
   50      Baltimore                      Office           Suburban            1         $5,800,000       $5,788,638      5,788,638
   57      Washington-Baltimore           Hospitality      Limited Service     1         $5,300,000       $5,292,329      5,292,329
   75      Phoenix                        Retail           Shadow Anchored     1         $4,400,000       $4,400,000      4,400,000
   81      Dallas                         Retail           Anchored            1         $4,000,000       $3,992,260      3,992,260
   91      Las Vegas                      Office           Suburban            1         $3,600,000       $3,600,000      3,600,000
   96      Texarkana                      Multifamily      Garden              1         $3,500,000       $3,495,518      3,495,518
  128      Middlesex-Somerset-Hunterdon   Retail           Unanchored          1         $2,500,000       $2,500,000      2,500,000
  197      Beaumont                       Multifamily      Garden              1         $1,440,000       $1,438,158      1,438,158
Total/Weighted Average:                                                              $1,544,375,825   $1,531,754,421


<CAPTION>
               % by
Loan Pool    Cut-off                                                                Single-Tenant     Owner-Occupied       Percent
   No.    Date Balance   Cut-Off Date      Units/SF  Year Built    Year Renovated        (Y/N)         >20% (Y/N - %)      Leased
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>               <C>      <C>             <C>                    <C>               <C>           <C>
    2         3.6%       02/01/2005        686,823     1979         1998, 2002             N                  N             98.2%
    3         2.8%       02/01/2005        526,059     1980            2000                N                  N             95.7%
    4         2.4%       02/01/2005        539,791     1982          1996/2000             N                  N             92.2%
   22         0.8%       02/01/2005        158,411     1987            2003                N                  N             92.3%
   24         0.7%       02/01/2005         12,835     1992             NAP                N                  N            100.0%
   25         0.7%       02/01/2005         88,962     1985             NAP                N                  N             94.4%
   27         0.7%       02/01/2005        168,240  1978/1975          2001                N                  N            100.0%
   28         0.7%       02/01/2005        148,214  1972/1987           NAP                N                  N             87.7%
   30         0.7%       02/01/2005            192     1998             NAP                N                  N             88.0%
   31         0.6%       02/01/2005         70,962     1999             NAP                N                  N             87.8%
   32         0.6%       02/01/2005            165  1990-1997           NAP                N                  N            100.0%
   37         0.6%       02/01/2005         42,630     1991             NAP                N                  N             92.0%
   40         0.5%       02/01/2005        153,221     1986            2002                N                  N             94.2%
   41         0.5%       02/01/2005            224     1985             NAP                N                  N             96.4%
   45         0.4%       02/01/2005            176     1982             NAP                N                  N             92.6%
   50         0.4%       02/01/2005         51,186  1987/2002           NAP                N                  N            100.0%
   57         0.3%       02/01/2005            100     2000             NAP                N                  N             75.1%
   75         0.3%       02/01/2005         24,178     2003             NAP                N                  N             81.9%
   81         0.3%       02/01/2005         14,560     2004             NAP                Y                  N            100.0%
   91         0.2%       02/01/2005         25,116     2001             NAP                N                  N             90.9%
   96         0.2%       02/01/2005            190  1976-1979          2004                N                  N             82.6%
  128         0.2%       02/01/2005         10,000     2000             NAP                N                  N            100.0%
  197         0.1%       02/01/2005             98     1972            2002                N                  N             87.5%
Total/
Weighted
Average:    100.0%


<CAPTION>
Loan     Percent       Percent
Pool     Leased        Leased
 No.    as of Date     Source                                        Borrower Name
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>           <C>                   <C>
  2     11/18/2004    Rent Roll             GG&A Central Mall Partners, L.P.
  3     11/18/2004    Rent Roll             GG&A Central Mall Partners, L.P.
  4     11/18/2004    Rent Roll             GG&A Central Mall Partners, L.P.
 22     12/15/2004    Rent Roll             Rahn Parkside Atlanta, LLC, Nielsen Parkside Atlanta, LLC, Soltanovich Siradze Parkside
                                            Atlanta, LLC, Wilmarth Parkside Atlanta, LLC, Fretz Parkside Atlanta, LLC, Lenney Pa
                                            Atlanta, LLC, Holyoake Parkside Atlanta, LLC, Au Parkside Atlanta, LLC, Robertson
                                            Parkside Atlanta, LLC, Parkside Atlanta, LLC
 24     01/01/2005    Rent Roll             FH Distributors
 25     01/27/2005    Rent Roll             Crown Capital Fund, LLC
 27     08/31/2004    Rent Roll             Montgomery Field Associates, L.P.
 28     12/15/2004    Rent Roll             Okeechobee Industrial Limited Partnership
 30     11/18/2004    Rent Roll             Stone Mist, Ltd.
 31     11/08/2004    Rent Roll             Kincade Financing LLC
 32     11/22/2004    Rent Roll             BR549, LLC
 37     08/01/2004    Rent Roll             Manor Park LLC
 40     11/08/2004    Rent Roll             Skyway Commerce Center, LLC
 41     11/11/2004    Rent Roll             TRQ Cedar Run, LP
 45     09/20/2004    Rent Roll             TRQ Crystalwood, LP
 50     09/17/2004    Rent Roll             Main Street Exchange LLC
 57     09/30/2004    Operating Statements  Waldorf Hotel Investors, L.L.C.
 75     09/30/2004    Rent Roll             K&Y T-Bird & 83rd Shops LLC
 81     08/31/2004    Rent Roll             Woodgreen TX, LLC
 91     11/01/2004    Rent Roll             BW Business Park 1 LLC, BW Business Park 2 LLC, BW Business Park 3 LLC,
                                            BW Business Park 4 LLC, BW Business Park 5 LLC and Transwestern Investment Holdings
 96     11/29/2004    Rent Roll             Ryden Properties, L.L.C.
128     12/13/2004    Rent Roll             V.S.V. Plaza, L.L.C.
197     09/30/2004    Rent Roll             D'aur Properties, L.L.C.
Total/Weighted Average:


<CAPTION>
Loan Pool                                                                                                    Ownership
   No.                                  Sponsor                                               Lien Status    Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                                                 <C>           <C>
    2      Gregory Greenfield & Assoc., Ltd. and Greenfield, Gregory                           First         Fee
    3      Gregory Greenfield & Assoc., Ltd. and Greenfield, Gregory                           First         Fee/Leasehold
    4      Gregory Greenfield & Assoc., Ltd. and Greenfield, Gregory                           First         Fee
   22      West Valley Properties, Inc.; Guardian Growth, LLC; Moison,
           William; Moison, Jerry E.; Dudeck, John P.                                          First         Fee
   24      Akhtarzad, Ramesh Ohebsion and Akhtarzad, Shirin Yousefzadeh                        First         Fee
   25      Daneshgar, Joseph                                                                   First         Fee
   27      Daneshgar, Joseph                                                                   First         Leasehold
   28      Pechter Family Limited Partnership                                                  First         Fee
   30      Kaplan, Michael                                                                     First         Fee
   31      Kincade, LLC                                                                        First         Fee
   32      Green, John R.                                                                      First         Fee
   37      Azouz, David                                                                        First         Fee
   40      Trial Ranch partners, LLC and Business Property Trust, LLC                          First         Fee
   41      Bookey, Harry                                                                       First         Fee
   45      Bookey, Harry                                                                       First         Fee
   50      Obrecht, Paul F.,Obrecht, George F.,Obrecht, Thomas F.,Obrecht, Richard F.          First         Fee
   57      Waring, H. Thomas                                                                   First         Fee
   75      Lazares, David L.; Kimmel, Gary; Young, Gil; Tate, Ronald                           First         Fee
   81      Goldberg, Richard                                                                   First         Fee
   91      Pori, Jeff; Stubbs, David; Kaye, Paul A.; Lee, Eva M.                               First         Fee
   96      Ryden, John H. and Ryden, Karen L.                                                  First         Fee
  128      Kalra, Vinod                                                                        First         Fee
  197      Davis Jr., Walden                                                                   First         Fee
Total/Weighted Average:


<CAPTION>
             Ground Lease
             Extinguished                                                           Ground Lease
                Upon                               Extension                    Outside Expiration                     Modified
Loan Pool    Foreclosure        Ground Lease       Options    Extension Options   Date (Including                       Loan
   No.          (Y/N)          Expiration Date      (Y/N)        Description         Extensions)         Note Date      (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>                  <C>     <C>                    <C>                <C>               <C>
    2              N                 NAP              N       NAP                       NAP             11/22/2004        N
    3              N             07/23/2053           Y       One automatic
                                                              25-Year Option         07/23/2078         11/22/2004        N
    4              N                 NAP              N       NAP                       NAP             11/22/2004        N
   22              N                 NAP              N       NAP                       NAP             12/23/2004        N
   24              N                 NAP              N       NAP                       NAP             12/21/2004        N
   25              N                 NAP              N       NAP                       NAP             12/28/2004        N
   27              N             07/31/2033           N       NAP                    07/31/2033         10/25/2004        N
   28              N                 NAP              N       NAP                       NAP             01/07/2005        N
   30              N                 NAP              N       NAP                       NAP             11/30/2004        N
   31              N                 NAP              N       NAP                       NAP             12/09/2004        N
   32              N                 NAP              N       NAP                       NAP             12/22/2004        N
   37              N                 NAP              N       NAP                       NAP             10/01/2004        N
   40              N                 NAP              N       NAP                       NAP             12/10/2004        N
   41              N                 NAP              N       NAP                       NAP             12/01/2004        N
   45              N                 NAP              N       NAP                       NAP             12/01/2004        N
   50              N                 NAP              N       NAP                       NAP             11/24/2004        N
   57              N                 NAP              N       NAP                       NAP             12/07/2004        N
   75              N                 NAP              N       NAP                       NAP             11/17/2004        N
   81              N                 NAP              N       NAP                       NAP             11/03/2004        N
   91              N                 NAP              N       NAP                       NAP             11/29/2004        N
   96              N                 NAP              N       NAP                       NAP             12/29/2004        N
  128              N                 NAP              N       NAP                       NAP             01/21/2005        N
  197              N                 NAP              N       NAP                       NAP             12/13/2004        N
Total/Weighted Average:


<CAPTION>
Loan                        First P&I                     First Interest
Pool      Modification       Payment     First Payment     Only Period    Maturity Date       ARD Loan   Maturity Date   ARD Rate
 No.      Description         Date         Date (IO)          (mos)           or ARD            (Y/N)     of ARD Loan      Step
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>           <C>           <C>                  <C>          <C>                   <C>          <C>          <C>
  2           NAP           01/05/2009    01/05/2005            48          12/05/2014            N            NAP          NAP
  3           NAP           01/05/2009    01/05/2005            48          12/05/2014            N            NAP          NAP
  4           NAP           01/05/2009    01/05/2005            48          12/05/2014            N            NAP          NAP
 22           NAP           02/05/2005        NAP              NAP          01/05/2015            N            NAP          NAP
 24           NAP           02/05/2005        NAP              NAP          01/05/2015            N            NAP          NAP
 25           NAP           02/01/2007    02/01/2005            24          01/01/2015            N            NAP          NAP
 27           NAP           12/01/2004        NAP              NAP          11/01/2014            N            NAP          NAP
 28           NAP           03/05/2007    03/05/2005            24          02/05/2015            N            NAP          NAP
 30           NAP           01/05/2007    01/05/2005            24          12/05/2009            N            NAP          NAP
 31           NAP           02/05/2007    02/05/2005            24          01/05/2015            N            NAP          NAP
 32           NAP           02/05/2005        NAP              NAP          01/05/2015            N            NAP          NAP
 37           NAP           11/01/2006    11/01/2004            24          10/01/2011            N            NAP          NAP
 40           NAP           02/01/2005        NAP              NAP          01/01/2010            N            NAP          NAP
 41           NAP           01/05/2007    01/05/2005            24          12/05/2011            N            NAP          NAP
 45           NAP           01/05/2007    01/05/2005            24          12/05/2011            N            NAP          NAP
 50           NAP           01/01/2005        NAP              NAP          12/01/2014            N            NAP          NAP
 57           NAP           02/05/2005        NAP              NAP          01/05/2010            N            NAP          NAP
 75           NAP           01/01/2007    01/01/2005            24          12/01/2014            N            NAP          NAP
 81           NAP           01/01/2005        NAP              NAP          12/01/2014            N            NAP          NAP
 91           NAP           01/01/2007    01/01/2005            24          12/01/2011            N            NAP          NAP
 96           NAP           02/05/2005        NAP              NAP          01/05/2015            N            NAP          NAP
128           NAP           03/05/2005        NAP              NAP          02/05/2015            N            NAP          NAP
197           NAP           02/01/2005        NAP              NAP          01/01/2015            N            NAP          NAP
Total/Weighted Average:

<CAPTION>

Loan
Pool
 No.     Lockbox Status    Lockbox Type
--------------------------------------------
<S>      <C>                  <C>
  2      In-Place             Hard
  3      In-Place             Hard
  4      In-Place             Hard
 22      In-Place             Hard
 24      Springing            Hard
 25      Springing            Hard
 27      Springing            Hard
 28      In-Place             Hard
 30      Springing            Hard
 31      In-Place             Hard
 32      Springing            Hard
 37      Springing            Hard
 40      Springing            Hard
 41      Springing            Hard
 45      Springing            Hard
 50      Springing            Hard
 57      Springing            Hard
 75      Springing            Hard
 81      Springing            Hard
 91      In-Place             Hard
 96      Springing            Hard
128      Springing            Hard
197      Springing            Hard
Total/Weighted Average:



<CAPTION>
Loan
Pool
 No.                                   Terms/Description of Springing Lockbox
-------------------------------------------------------------------------------------------------------------------------------
<S>     <C>
  2     NAP
  3     NAP
  4     NAP
 22     NAP
 24     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full defeasance
        of the loan, or if for 12 consecutive months no event that would trigger the lockbox has  occurred.
 25     Lockbox will spring based upon Default or Event of Default, if less than 95% of the collected rents have
        been deposited into the Clearing Account or DSCR less than 1.05x. Lockbox will cease upon certain loan
        conditions including loan repayment, full defeasance of the loan, or if for 12 consecutive months no event
        that would trigger the lockbox has occurred and the DSCR is at least 1.10x.
 27     Lockbox will spring based upon Default or Event of Default, if less than 95% of the collected rents have
         been deposited into the Clearing Account the County of San Diego, Alternate Public Defender's Office
        states its intent to exercise its right to prematurely terminate all or a portion of its interest under the County
        Lease or DSCR less than 1.05x. Lockbox will cease upon certain loan conditions including loan repayment,
        full defeasance of the loan, or if for 12 consecutive months no event that would trigger the lockbox has
        occurred.
        NAP
 27     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full
        defeasance of the loan, or if for 12 consecutive months no event that would trigger the lockbox has occurred
        and the DSCR is at least 1.10x.
 28     NAP
 30     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full
        defeasance of the loan, or if for 12 consecutive months no event that would trigger the lockbox has occurred
        and the DSCR is at least 1.10x.
 31     NAP
 32     Lockbox will spring based upon Default or Event of Default or DSCR less than 1.05x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 12 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.10x.
 37     Lockbox will spring based upon Default or Event of Default or DSCR less than 1.05x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 6 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.05x.
 40     Lockbox will spring based upon Default or Event of Default or if less than 95% of the collected rents have
        been deposited into the Clearing Account. Lockbox will cease upon loan repayment, full defeasance of the
        loan.
 41     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full
        defeasance of the loan, or if for 6 consecutive months no event that would trigger the lockbox has occurred.
 45     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full
        defeasance of the loan, or if for 6 consecutive months no event that would trigger the lockbox has occurred.
 50     Lockbox will spring based upon Default or Event of Default. Lockbox will cease upon loan repayment, full
        defeasance of the loan, or if for 12 consecutive months no event that would trigger the lockbox has
        occurred.
 57      Lockbox will spring based upon Default or Event of Default or DSCR less than 1.10x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 12 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.20x.
 75     Event of Default
 81     Lockbox will spring based upon Maturity Date, Event of Default, Termination of Walgreen's Lease, DSCR
        less than 1.05x. Lockbox will cease upon loan repayment, full defeasance of the loan, or if for six
        consecutive months no event that would trigger the lockbox has occurred and the DSCR is at least 1.10x.
 91     NAP
 96     Lockbox will spring based upon Default or Event of Default or DSCR less than 1.05x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 12 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.10x.
128     Lockbox will spring based upon Default or Event of Default or DSCR less than 1.10x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 12 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.10x.
197     Lockbox will spring based upon Default or Event of Default or DSCR less than 1.05x. Lockbox will cease
        upon loan repayment, full defeasance of the loan, or if for 12 consecutive months no event that would trigger
        the lockbox has occurred and the DSCR is at least 1.10x.
Total/Weighted Average:


<CAPTION>
Loan                                                                                                                     NOI DSCR
Pool     Orig. Term to      Rem.    Orig.     Rem.                   Loan      Monthly Debt     Monthly Debt     NOI    (after IO
 No.    Maturity or ARD     Term    Amort.   Amort       Rate      Constant    Service (P&I)    Service (IO)    DSCR      period)
----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>      <C>     <C>        <C>         <C>           <C>              <C>         <C>        <C>
  2          120             118      312     312        5.752%      5.832%        $339,538         $266,828    1.80       1.42
  3          120             118      312     312        5.752%      5.832%        $267,178         $209,963    1.80       1.42
  4          120             118      312     312        5.752%      5.832%        $225,122         $176,913    1.80       1.42
 22          120             119      360     359        5.520%      6.829%         $71,131              NAP    1.81        NAP
 24          120             119      360     359        5.340%      6.693%         $63,588              NAP    1.24        NAP
 25          120             119      336     336        5.437%      5.513%         $65,261          $51,680    1.75       1.38
 27          120             117      252     249        5.453%      8.007%         $73,400              NAP    1.59        NAP
 28          120             120      360     360        5.609%      5.687%         $59,763          $49,286    1.69       1.39
 30           60              58      360     360        5.250%      5.323%         $55,220          $44,358    1.69       1.35
 31          120             119      360     360        5.284%      5.357%         $53,768          $43,306    1.98       1.59
 32          120             119      360     359        5.420%      6.753%         $50,650              NAP    1.51        NAP
 37           84              80      336     336        5.500%      5.576%         $49,404          $39,314    1.78       1.42
 40           60              59      360     359        5.180%      6.575%         $39,173              NAP    1.56        NAP
 41           84              82      360     360        5.150%      5.222%         $37,676          $30,024    1.94       1.55
 45           84              82      360     360        5.150%      5.222%         $33,635          $26,804    1.94       1.55
 50          120             118      360     358        5.350%      6.701%         $32,388              NAP    1.76        NAP
 57           60              59      300     299        5.340%      7.255%         $32,042              NAP    2.03        NAP
 75          120             118      360     360        5.012%      5.082%         $23,652          $18,633    2.05       1.62
 81          120             118      360     358        5.400%      6.738%         $22,461              NAP    1.33        NAP
 91           84              82      360     360        5.630%      5.708%         $20,735          $17,125    1.68       1.38
 96          120             119      300     299        5.983%      7.719%         $22,514              NAP    1.40        NAP
128          120             120      240     240        6.360%      8.848%         $18,434              NAP    2.00        NAP
197          120             119      300     299        5.990%      7.724%          $9,269              NAP    1.84        NAP
Total/
Weighted
Average:     125             115      341     329        5.848%


<CAPTION>
Loan                                     DSCR                      Cut-Off Date
Pool    Current     Implied DSCR @    (after IO       Annual        Balance per    Interest Accrual    Balloon Loan       Balloon
 No.      DSCR      8.00% Constant     period)     Debt Service     Unit or SF         Method             (Y/N)           Balance
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>            <C>             <C>        <C>                 <C>          <C>                    <C>         <C>
  2       1.68           1.22            1.32       $3,201,939             $77       Actual/360             Y           $48,764,495
  3       1.68           1.22            1.32       $2,519,558             $77       Actual/360             Y           $38,372,061
  4       1.68           1.22            1.32       $2,122,961             $77       Actual/360             Y           $32,332,015
 22       1.65           1.41             NAP         $853,567             $79       Actual/360             Y           $10,467,183
 24       1.20           1.00             NAP         $763,058            $887       Actual/360             Y            $9,493,178
 25       1.58           1.09            1.25         $620,158            $126       Actual/360             Y            $9,639,484
 27       1.32           1.33             NAP         $880,804             $65       Actual/360             Y            $7,411,256
 28       1.61           1.14            1.33         $591,438             $70       Actual/360             Y            $9,148,314
 30       1.60           1.06            1.28         $532,292         $52,083       Actual/360             Y            $9,591,766
 31       1.79           1.20            1.44         $519,667            $137       Actual/360             Y            $8,467,465
 32       1.41           1.19             NAP         $607,802         $54,493       Actual/360             Y            $7,513,242
 37       1.67           1.16            1.33         $471,762            $198       Actual/360             Y            $7,778,906
 40       1.40           1.15             NAP         $470,078             $47       Actual/360             Y            $6,621,045
 41       1.79           1.17            1.42         $360,285         $30,804       Actual/360             Y            $6,388,025
 45       1.77           1.16            1.41         $321,646         $35,000       Actual/360             Y            $5,702,933
 50       1.55           1.30             NAP         $388,656            $113       Actual/360             Y            $4,832,515
 57       1.73           1.57             NAP         $384,506         $52,923       Actual/360             Y            $4,752,000
 75       1.95           1.24            1.54         $223,591            $182       Actual/360             Y            $3,816,052
 81       1.32           1.12             NAP         $269,535            $274       Actual/360             Y            $3,337,956
 91       1.51           1.08            1.25         $205,495            $143       Actual/360             Y            $3,355,611
 96       1.22           1.18             NAP         $270,170         $18,397       Actual/360             Y            $2,716,477
128       1.87           2.07             NAP         $221,206            $250       Actual/360             Y            $1,669,972
197       1.62           1.56             NAP         $111,230         $14,675       Actual/360             Y            $1,117,897
Total
/Weighted
Average:  2.05x


<CAPTION>
Loan
Pool        Balloon    Cut-Off     Appraised     Source of                        Rem. Tax       Original        Original Appraisal
 No.          LTV     Date LTV      Value      Current Value   Valuation Date     Credits     Appraised Value        Report Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>      <C>            <C>              <C>               <C>          <C>                  <C>
  2          68.9%      77.6%    $71,500,000    Appraisal        11/01/2004         NAP         $71,500,000          10/25/2004
  3          68.9%      77.6%    $55,400,000    Appraisal        11/01/2004         NAP         $55,400,000          10/25/2004
  4          68.9%      77.6%    $46,500,000    Appraisal        11/01/2004         NAP         $46,500,000          10/25/2004
 22          58.2%      69.4%    $18,000,000    Appraisal        10/22/2004         NAP         $18,000,000          11/05/2004
 24          63.3%      75.9%    $15,000,000    Appraisal        12/01/2004         NAP         $15,000,000          12/10/2004
 25          64.3%      75.0%    $15,000,000    Appraisal        10/29/2004         NAP         $15,000,000          10/31/2004
 27          50.8%      74.9%    $14,600,000    Appraisal        09/28/2004         NAP         $14,600,000          10/08/2004
 28          65.9%      75.0%    $13,875,000    Appraisal        01/05/2005         NAP         $13,875,000          01/06/2005
 30          71.7%      74.8%    $13,375,000    Appraisal        11/16/2004         NAP         $13,375,000          11/23/2004
 31          62.7%      71.9%    $13,500,000    Appraisal        10/06/2004         NAP         $13,500,000          10/20/2004
 32          65.3%      78.2%    $11,500,000    Appraisal        12/02/2004         NAP         $11,500,000          12/07/2004
 37          68.8%      74.9%    $11,300,000    Appraisal        08/06/2004         NAP         $11,300,000          09/28/2004
 40          68.7%      74.1%     $9,640,000    Appraisal        11/23/2004         NAP          $9,640,000          12/16/2004
 41          73.9%      79.8%     $8,650,000    Appraisal        11/16/2004         NAP          $8,650,000          11/19/2004
 45          74.1%      80.0%     $7,700,000    Appraisal        11/15/2004         NAP          $7,700,000          11/19/2004
 50          65.3%      78.2%     $7,400,000    Appraisal        11/11/2004         NAP          $7,400,000          11/11/2004
 57          60.2%      67.0%     $7,900,000    Appraisal        10/11/2004         NAP          $7,900,000          11/30/2004
 75          54.1%      62.4%     $7,050,000    Appraisal        10/09/2004         NAP          $7,050,000          10/19/2004
 81          62.4%      74.6%     $5,350,000    Appraisal        08/27/2004         NAP          $5,350,000          09/03/2004
 91          68.5%      73.5%     $4,900,000    Appraisal        10/19/2004         NAP          $4,900,000          10/22/2004
 96          59.4%      76.5%     $4,570,000    Appraisal        11/29/2004         NAP          $4,570,000          12/09/2004
128          28.3%      42.4%     $5,900,000    Appraisal        10/07/2004         NAP          $5,900,000          10/14/2004
197          59.8%      76.9%     $1,870,000    Appraisal        10/15/2004         NAP          $1,870,000          10/22/2004
Total/
Weighted
Average:     50.3%      59.4%


<CAPTION>
Loan                       FIRREA                                                                            Date of     Years of
Pool    Capitalization    Appraisal                  Phase II  Engineering                  Underwritten    Operating    Financial
 No.         Rate           (Y/N)     Phase I Date     Date    Report Date       UCF             NOI        Statement   Information
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>       <C>             <C>     <C>              <C>          <C>            <C>              <C>
  2          NAP              Y        11/05/2004      NAP     11/08/2004      $5,421,398    $5,804,458     09/30/2004        4
  3          NAP              Y        11/05/2004      NAP     11/08/2004      $4,422,688    $4,721,417     09/30/2004        4
  4          NAP              Y        11/11/2004      NAP     11/08/2004      $3,302,305    $3,616,809     09/30/2004        4
 22          NAP              Y        10/25/2004      NAP     10/20/2004      $1,404,550    $1,543,357     09/30/2004        2
 24          NAP              Y        12/22/2004      NAP     12/22/2004        $913,447      $942,509     10/31/2004        4
 25          NAP              Y        11/03/2004      NAP     11/03/2004        $981,810    $1,084,000     11/30/2004        3
 27          NAP              Y        07/09/2004      NAP     07/06/2004      $1,166,548    $1,400,689     08/31/2004        3
 28          NAP              Y        01/13/2005      NAP     01/13/2005        $951,035      $997,014     09/30/2004        2
 30          NAP              Y        11/22/2004      NAP     11/22/2004        $849,673      $897,673     09/30/2004        3
 31          NAP              Y        10/14/2004      NAP     10/14/2004        $930,735    $1,028,228     08/31/2004        3
 32          NAP              Y        12/02/2004      NAP     12/01/2004        $857,243      $914,993     10/31/2004        4
 37          NAP              Y        08/18/2004      NAP     08/18/2004        $787,968      $840,325     07/31/2004        4
 40          NAP              Y        11/19/2004      NAP     11/18/2004        $657,900      $735,501     10/31/2004        2
 41          NAP              Y        09/29/2004      NAP     09/29/2004        $643,424      $699,424     10/31/2004        3
 45          NAP              Y        10/27/2004      NAP     11/02/2004        $569,560      $623,830     09/30/2004        3
 50          NAP              Y        10/11/2004      NAP     10/11/2004        $603,719      $683,245     09/30/2004        4
 57          NAP              Y        10/14/2004      NAP     10/14/2004        $665,118      $781,997     09/30/2004        3
 75          NAP              Y        10/11/2004      NAP     10/11/2004        $436,888      $459,037     09/30/2004        2
 81          NAP              Y        09/12/2004      NAP     09/13/2004        $356,150      $357,606      Appraisal       NAP
 91          NAP              Y        10/27/2004      NAP     10/25/2004        $310,453      $344,570     11/30/2004        4
 96          NAP              Y        12/03/2004      NAP     12/03/2004        $330,128      $377,628     10/31/2004        3
128          NAP              Y        10/27/2004      NAP     10/21/2004        $414,561      $443,222     11/30/2004        3
197          NAP              Y        11/03/2004      NAP     11/11/2004        $179,802      $204,302     07/31/2004        3
Total/Weighted Average:


<CAPTION>
Loan                                            Lease Expiration                           % NSF of
Pool                                                Date of             NSF of Largest    the Largest
 No.                   Largest Tenant            Largest Tenant           Tenant (SF)      Tenant (%)       2nd Largest Tenant
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                        <C>                      <C>              <C>       <C>
  2     Sears, Roebuck & Co.                       07/31/2008               126,848          18.5%     Dillard's Department Stores
  3     Sears, Roebuck & Co.                       10/31/2049               105,353          20.0%     J.C. Penney
  4     Sears, Roebuck & Co.                       09/30/2033               101,550          18.8%     Dillard's Department Stores
 22     Lefont Theaters, Inc.                      06/30/2014               34,075           21.5%     Tuesday Morning, Inc.
 24     Bella's Beauty Supplies                    06/30/2006                2,577           20.1%     Rapid Rehab International
 25     M.K. Diamonds                              12/31/2006                6,967           7.8%      Toyo Pearls Company, Inc
 27     UCSD                                       04/25/2009               33,408           19.9%     Public Defender
 28     PMJ Enterprises                            08/31/2005               14,623           9.9%      Blondies
 30     NAP                                            NAP                    NAP             NAP      NAP
 31     Universities Space Research Association    11/30/2013               12,635           17.8%     Patriot Homes
 32     NAP                                            NAP                    NAP             NAP      NAP
 37     West Hills Hospital & Medical Center       10/31/2008               11,494           27.0%     HealthCare Partners Ltd
 40     Innerspace                                 11/30/2007               12,700           8.3%      Sac County of Education
 41     NAP                                            NAP                    NAP             NAP      NAP
 45     NAP                                            NAP                    NAP             NAP      NAP
 50     Mid-Atlantic Cardiovascular Assoc.         06/30/2012                9,277           18.1%     American Radiology
 57     NAP                                            NAP                    NAP             NAP      NAP
 75     Wells Fargo Financial                      06/30/2009                2,679           11.1%     Styleworx Salon & Day Spa
 81     Walgreens                                  09/30/2029               14,560          100.0%     NAP
 91     Valley Bible Fellowship                    09/30/2007                7,952           31.7%     Nigro Construction, Inc.
 96     NAP                                            NAP                    NAP             NAP      NAP
128     Bombay Talk                                10/31/2010                1,600           16.0%     Kashinath
197     NAP                                            NAP                    NAP             NAP      NAP
Total/Weighted Average:


<CAPTION>
Loan
Pool    Lease Expiration Date          NSF of 2nd           % NSF of 2nd                                      Lease Expiration of
 No.    of 2nd Largest Tenant      Largest Tenant (SF)     Largest Tenant (%)     3rd Largest Tenant          3rd Largest Tenant
---------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                         <C>                    <C>               <C>                               <C>
  2          01/31/2007                  99,828                 14.5%             J.C. Penney                       08/31/2008
  3          10/31/2009                 101,935                 19.4%             Dillard's Department Stores       03/05/2010
  4          09/30/2012                  97,652                 18.1%             J.C. Penney                       07/31/2008
 22          01/15/2010                  19,385                 12.2%             Insomnia Nightclub, Inc.          09/30/2008
 24          04/30/2009                   2,215                 17.3%             Mana Yoga                         10/31/2006
 25          09/30/2006                   6,348                 7.1%              Pacific Jewelry Services          05/15/2009
 27          04/01/2007                  16,394                 9.7%              Tristar Risk Management           06/30/2006
 28          11/30/2010                   4,810                 3.2%              Joe Dillon                        09/30/2008
 30              NAP                        NAP                  NAP              NAP                                  NAP
 31          03/31/2008                   9,955                 14.0%             Christian & Timbers               10/31/2006
 32              NAP                        NAP                  NAP              NAP                                  NAP
 37          08/31/2006                   5,593                 13.1%             Bruce E. Rolston MD               05/31/2006
 40          09/30/2005                   9,600                 6.3%              Cartech of Sac.                   03/31/2007
 41              NAP                        NAP                  NAP              NAP                                  NAP
 45              NAP                        NAP                  NAP              NAP                                  NAP
 50          12/31/2007                   7,835                 15.3%             Carroll County Dialysis           09/30/2012
 57              NAP                        NAP                  NAP              NAP                                  NAP
 75          06/30/2009                   2,614                 10.8%             ERA Encore Realty                 02/22/2008
 81              NAP                        NAP                  NAP              NAP                                  NAP
 91          04/30/2007                   4,606                 18.3%             QB5 Productions                   05/31/2007
 96              NAP                        NAP                  NAP              NAP                                  NAP
128          09/30/2010                   1,200                 12.0%             Jay R. Patel                      10/31/2010
197              NAP                        NAP                  NAP              NAP                                  NAP
Total/Weighted Average:


<CAPTION>
Loan     NSF of 3rd        % NSF of 3rd      Related                                              Single Note /       Crossed Loan/
Pool   Largest Tenant     Largest Tenant    Borrowers    Related       Cross Collateralized /   Multiple Property     Multi-property
 No.        (SF)                (%)           (Y/N)   Borrower List     Cross Defaulted (Y/N)      Loan (Y/N)           Pool (Y/N)
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                <C>               <C>         <C>                  <C>                   <C>                 <C>
  2        96,295             14.0%             N           NAP                  N                     Y                   N
  3        99,828             19.0%             N           NAP                  N                     Y                   N
  4        85,172             15.8%             N           NAP                  N                     Y                   N
 22        11,310              7.1%             N           NAP                  N                     N                   N
 24         2,110             16.4%             N           NAP                  N                     N                   N
 25         5,957              6.7%             Y           IXIS4,IXIS5          N                     N                   N
 27        11,972              7.1%             Y           IXIS4,IXIS5          N                     N                   N
 28         4,125              2.8%             N           NAP                  N                     N                   N
 30           NAP              NAP              N           NAP                  N                     N                   N
 31         7,778             11.0%             N           NAP                  N                     N                   N
 32           NAP              NAP              N           NAP                  N                     N                   N
 37         3,332              7.8%             N           NAP                  N                     N                   N
 40         8,000              5.2%             N           NAP                  N                     N                   N
 41           NAP              NAP              Y           IXIS13, IXIS14       N                     N                   N
 45           NAP              NAP              Y           IXIS13, IXIS14       N                     N                   N
 50         5,347             10.4%             N           NAP                  N                     N                   N
 57           NAP              NAP              N           NAP                  N                     N                   N
 75         1,780              7.4%             N           NAP                  N                     N                   N
 81           NAP              NAP              N           NAP                  N                     N                   N
 91         2,506             10.0%             N           NAP                  N                     N                   N
 96           NAP              NAP              N           NAP                  N                     N                   N
128         1,200             12.0%             N           NAP                  N                     N                   N
197           NAP              NAP              N           NAP                  N                     N                   N
Total/Weighted Average:


<CAPTION>
Loan                         Description of                   Tax Service      Initial Tax           Current Tax        Ongoing Tax
Pool        Additional         Additional      Tax Escrow     Contract in     Escrow Amount        Escrow Balance         Escrow -
 No.     Collateral (Y/N)      Collateral    in Place (Y/N)   Place (Y/N)          ($)           as of 02/01/2005 ($)    Monthly ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>             <C>             <C>          <C>                    <C>               <C>
  2            N                   NAP             Y               N             $61,816               $185,816          $62,000
  3            N                   NAP             Y               N             $16,215                $51,015          $17,400
  4            N                   NAP             Y               N             $53,692               $162,892          $54,600
 22            N                   NAP             Y               N             $60,319                $60,319          $15,080
 24            N                   NAP             Y               N             $12,230                $15,272           $3,042
 25            N                   NAP             Y               N                 NAP                $17,000          $17,000
 27            N                   NAP             Y               N             $79,705                $82,421          $13,300
 28            N                   NAP             Y               N             $36,672                $36,672           $9,168
 30            N                   NAP             Y               N            $323,379                $55,514          $27,757
 31            N                   NAP             Y               N             $71,397                $81,597          $10,200
 32            N                   NAP             Y               N              $7,314                $14,628           $7,313
 37            N                   NAP             Y               N            $109,210               $110,227          $11,095
 40            N                   NAP             Y               N             $28,803                 $4,516           $6,400
 41            N                   NAP             Y               N            $172,989                $28,978          $14,416
 45            N                   NAP             Y               N             $99,371                $16,646           $8,281
 50            N                   NAP             Y               N             $28,050                $37,429           $4,675
 57            N                   NAP             Y               N             $39,292                $44,905           $5,613
 75            N                   NAP             Y               N              $7,081                $10,622           $1,770
 81            N                   NAP             N               N                 NAP                    NAP              NAP
 91            N                   NAP             Y               N             $14,825                $20,238           $2,700
 96            N                   NAP             Y               N             $18,487                 $6,162           $6,162
128            N                   NAP             Y               N             $13,410                $13,410           $3,352
197            N                   NAP             Y               N              $5,971                 $8,957           $2,986
Total/Weighted Average:


<CAPTION>
Loan                             Springing Reserve       Terms or Conditions for     Interest on    Insurance    Initial Insurance
Pool      Tax Reserve Cap         Requirement for        Springing Tax Reserve       Tax Escrow     Escrow in      Escrow Amount
 No.    ($ and Description)          Tax (Y/N)                Requirement             Paid to:     Place (Y/N)          ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                      <C>         <C>                              <C>                 <C>          <C>
  2             NAP                      N           NAP                              Borrower            Y            $104,637
  3             NAP                      N           NAP                              Borrower            Y             $91,227
  4             NAP                      N           NAP                              Borrower            Y             $92,789
 22             NAP                      N           NAP                              Borrower            Y              $2,578
 24             NAP                      N           NAP                              Borrower            Y              $1,828
 25             NAP                      N           NAP                              Borrower            Y              $4,760
 27             NAP                      N           NAP                              Borrower            Y              $8,642
 28             NAP                      N           NAP                              Borrower            Y             $13,758
 30             NAP                      N           NAP                              Borrower            Y             $30,769
 31             NAP                      N           NAP                              Borrower            Y              $7,986
 32             NAP                      N           NAP                              Borrower            Y              $2,037
 37             NAP                      N           NAP                              Borrower            Y              $2,397
 40             NAP                      N           NAP                              Borrower            Y             $14,526
 41             NAP                      N           NAP                              Borrower            Y             $31,621
 45             NAP                      N           NAP                              Borrower            Y             $23,408
 50             NAP                      N           NAP                              Borrower            Y              $5,382
 57             NAP                      N           NAP                              Borrower            Y              $1,670
 75             NAP                      N           NAP                              Borrower            Y             $15,912
 81             NAP                      Y           If Walgreens obtains a rating    NAP                 N                 NAP
                                                     of less than BBB- then Taxes
                                                     and Insurance, Capital Expense
                                                     and Rollover Reserves will be
                                                     due.
 91             NAP                      N           NAP                              Borrower            Y                 NAP
 96             NAP                      N           NAP                              Borrower            Y              $6,103
128             NAP                      N           NAP                              Borrower            Y             $16,782
197             NAP                      N           NAP                              Borrower            Y              $7,860
Total/Weighted Average:


<CAPTION>
Loan     Current Insurance                          Insurance Reserve     Springing Reserve        Terms or Conditions
Pool       Escrow Balance       Ongoing Insurance       Cap ($ and         Requirement for       for Springing Insurance
 No.    as of 02/01/2005($)    Escrow - Monthly ($)    Description)        Insurance (Y/N)         Reserve Requirement
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                     <C>                    <C>                   <C>         <C>
  2          $129,037                $12,200                NAP                   N           NAP
  3          $112,427                $10,600                NAP                   N           NAP
  4          $114,389                $10,800                NAP                   N           NAP
 22            $2,578                 $2,578                NAP                   N           NAP
 24            $2,437                   $609                NAP                   N           NAP
 25            $7,760                 $3,000                NAP                   N           NAP
 27           $21,561                 $4,300                NAP                   N           NAP
 28           $13,758                 $4,586                NAP                   N           NAP
 30           $35,467                 $3,846                NAP                   N           NAP
 31            $9,127                 $1,141                NAP                   N           NAP
 32            $4,074                 $2,037                NAP                   N           NAP
 37            $6,990                 $1,146                NAP                   N           NAP
 40            $1,500                 $1,500                NAP                   N           NAP
 41           $40,682                 $4,517                NAP                   N           NAP
 45           $30,108                 $3,344                NAP                   N           NAP
 50            $6,818                   $725                NAP                   N           NAP
 57            $1,252                 $1,315                NAP                   N           NAP
 75           $18,808                 $1,448                NAP                   N           NAP
 81               NAP                    NAP                NAP                   Y           If Walgreens obtains a rating of less
                                                                                              than BBB- then Taxes and Insurance,
                                                                                              Capital Expense and Rollover Reserves
                                                                                              will be due.
 91            $2,460                 $1,230                NAP                   N           NAP
 96           $12,207                 $6,103                NAP                   N           NAP
128           $16,782                 $1,669                NAP                   N           NAP
197            $7,860                 $3,930                NAP                   N           NAP
Total/Weighted Average:


<CAPTION>
                               Deferred
Loan      Interest on        Maintenance     Deferred Maintenance                           % of Total Recommended         Deferred
Pool       Insurance       Escrow in Place      Recommended per     Deferred Maintenance     Deferred Maintenance        Maintenance
 No.    Escrow Paid to:         (Y/N)             Report ($)         Escrow Amount ($)        Amount Escrowed (%)          Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                       <C>              <C>                  <C>                          <C>                     <C>
  2     Borrower                  N                  $3,000                    $0                       0.0%                 NAP
  3     Borrower                  N                  $2,000                    $0                       0.0%                 NAP
  4     Borrower                  N                 $17,500                    $0                       0.0%                 NAP
 22     Borrower                  Y                $114,400              $143,000                     125.0%                 NAP
 24     Borrower                  Y                  $5,100                $6,375                     125.0%                 NAP
 25     Borrower                  Y                  $6,700               $34,375                     513.1%                 NAP
 27     Borrower                  N                      $0                    $0                       0.0%                 NAP
 28     Borrower                  Y                  $2,670                $3,338                     125.0%                 NAP
 30     Borrower                  Y                  $6,206                $7,758                     125.0%                 NAP
 31     Borrower                  N                      $0                    $0                       0.0%                 NAP
 32     Borrower                  Y                 $21,500               $26,875                     125.0%                 NAP
 37     Borrower                  N                      $0                    $0                       0.0%                 NAP
 40     Borrower                  Y                 $17,034               $21,293                     125.0%                 NAP
 41     Borrower                  Y                 $60,550               $75,688                     125.0%                 NAP
 45     Borrower                  Y                $210,940              $263,675                     125.0%                 NAP
 50     Borrower                  Y                  $5,500                $6,875                     125.0%                 NAP
 57     Borrower                  N                      $0                    $0                       0.0%                 NAP
 75     Borrower                  N                      $0                    $0                       0.0%                 NAP
 81     NAP                       N                      $0                    $0                       0.0%                 NAP
 91     Borrower                  Y                  $3,200                $1,750                      54.7%                 NAP
 96     Borrower                  Y                 $23,760               $30,138                     126.8%                 NAP
128     Borrower                  Y                  $1,000                $1,620                     162.0%                 NAP
197     Borrower                  Y                  $6,000                $7,500                     125.0%                 NAP
Total/Weighted Average:


<CAPTION>
                                                                       Annual Cap
Loan      Cap Ex       Initial Cap    Ongoing Cap    Ongoing Cap       Ex Reserve             Cap Ex           Springing Reserve
Pool     Escrow in      Ex Escrow     Ex Escrow -    Ex Escrow -      Requirement          Reserve Cap          Requirement for
 No.    Place (Y/N)    Amount ($)     Monthly ($)     Annual ($)    per SF/Unit ($)    ($ and Description)       Cap Ex (Y/N)
---------------------------------------------------------------------------------------------------------------------------------
<S>          <C>     <C>              <C>             <C>              <C>                  <C>                          <C>
  2          Y             $0          $8,574         $102,888             $0                    NAP                     N
  3          Y             $0          $7,016          $84,192             $0                    NAP                     N
  4          Y             $0          $8,910         $106,920             $0                    NAP                     N
 22          Y             $0          $3,696          $44,355             $0               $177,400                     N
 24          Y             $0            $536           $6,430             $1                    NAP                     N
 25          Y             $0          $1,875          $22,494             $0                    NAP                     N
 27          Y             $0          $2,659          $31,909             $0                    NAP                     N
 28          Y             $0          $1,853          $22,232             $0                    NAP                     N
 30          Y             $0          $4,000          $48,000           $250                $96,000                     N
 31          Y             $0          $1,183          $14,196             $0                    NAP                     N
 32          Y             $0          $4,800          $57,600           $349                    NAP                     N
 37          Y             $0            $711           $8,526             $0                    NAP                     N
 40          Y             $0          $1,660          $19,920             $0                    NAP                     N
 41          Y       $100,000          $4,667          $56,000           $250                    NAP                     N
 45          Y       $100,000          $4,532          $54,384           $309                    NAP                     N
 50          Y             $0            $853          $10,237             $0                    NAP                     N
 57          Y             $0         $10,493         $125,916         $1,259                    NAP                     N
 75          Y             $0            $302           $3,627             $0                    NAP                     N
 81          N             $0              $0               $0            NAP                    NAP                     Y
 91          Y             $0            $320           $3,840             $0                    NAP                     N
 96          Y             $0          $3,644          $43,724           $230                    NAP                     N
128          Y             $0            $125           $1,500             $0                    NAP                     N
197          Y             $0            $296           $3,557            $36                    NAP                     N
Total/Weighted Average:


<CAPTION>
Loan        Terms or Conditions                              Current Cap         Interest on                       Initial TI/LC
Pool        for Springing Cap Ex                          Ex Escrow Balance     Cap Ex Escrow     TI/LC Escrow     Escrow Amount
 No.        Reserve Requirement                         as of 02/01/2005 ($)       Paid to:      in Place (Y/N)         ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                      <C>               <C>                 <C>           <C>
  2     NAP                                                      $17,148           Borrower            Y             $783,743
  3     NAP                                                      $14,032           Borrower            Y             $600,293
  4     NAP                                                      $17,820           Borrower            Y             $615,963
 22     NAP                                                           $0           Borrower            Y             $750,000
 24     NAP                                                       $6,911           Borrower            Y                   $0
 25     NAP                                                       $1,875           Borrower            Y                   $0
 27     NAP                                                       $7,979           Borrower            Y                   $0
 28     NAP                                                           $0           Borrower            Y                   $0
 30     NAP                                                       $8,000           Borrower            N                   $0
 31     NAP                                                       $1,183           Borrower            Y                   $0
 32     NAP                                                       $4,800           Borrower            N                   $0
 37     NAP                                                       $2,835           Borrower            Y                   $0
 40     NAP                                                       $1,660           Borrower            Y              $25,000
 41     NAP                                                     $109,418           Borrower            N                   $0
 45     NAP                                                     $109,149           Borrower            N                   $0
 50     NAP                                                       $1,706           Borrower            Y                   $0
 57     NAP                                                      $10,493           Borrower            N                   $0
 75     NAP                                                         $611           Borrower            Y                   $0
 81     If Walgreens obtains a rating of less than BBB-               $0
        then Taxes and Insurance, Capital Expense and
        Rollover Reserves will be due.                                               NAP               N                   $0
 91     NAP                                                         $640           Borrower            Y             $100,000
 96     NAP                                                           $0           Borrower            N                   $0
128     NAP                                                           $0           Borrower            Y                   $0
197     NAP                                                          $296          Borrower            N                   $0
Total/Weighted Average:


<CAPTION>
Loan      Ongoing TI/LC      Annual TI/LC                                                       Springing Reserve
Pool    Escrow - Monthly      Escrow per                                                        Requirement for
 No.           ($)            SF/Unit ($)         TI/LC Reserve Cap ($ and Description)            TI/LC (Y/N)
------------------------------------------------------------------------------------------------------------------
<S>          <C>                 <C>        <C>                                                       <C>
  2          $17,634              $0                                                     NAP           N
  3          $13,507              $0                                                     NAP           N
  4          $13,859              $0                                                     NAP           N
 22               $0             NAP        $600,000 for first 8 years, $700,000 thereafter.           Y
 24           $2,138              $2                                                 $76,959           N
 25           $3,000              $0                                                 $80,000           N
 27          $17,000              $1                                                $400,000           N
 28           $2,083              $0                                                 $35,000           N
 30               $0             NAP                                                     NAP           N
 31          $10,833              $2                                                $350,000           N
 32               $0             NAP                                                     NAP           N
 37           $8,000              $2                                                     NAP           N
 40           $5,768              $0                                                $138,434           N
 41               $0             NAP                                                     NAP           N
 45               $0             NAP                                                     NAP           N
 50           $5,833              $1                                                $200,000           N
 57               $0             NAP                                                     NAP           N
 75           $2,000              $1                                                 $60,000           N
 81               $0             NAP                                                     NAP           Y
 91           $3,000              $1                                                     NAP           N
 96               $0             NAP                                                     NAP           N
128           $2,113              $3                                                     NAP           N
197               $0             NAP                                                     NAP           N
Total/Weighted Average:


<CAPTION>
Loan              Terms or Conditions for Springing TI/LC
Pool                         Reserve Requirement
 No.
--------------------------------------------------------------------
<S>      <C>
  2      NAP
  3      NAP
  4      NAP
         If the TI/LC balance falls below the TI/LC reserve cap,
         borrower will pay 10,000 per month until the balance
 22      meets or exceedes the cap.
 24      NAP
 25      NAP
 27      NAP
 28      NAP
 30      NAP
 31      NAP
 32      NAP
 37      NAP
 40      NAP
 41      NAP
 45      NAP
 50      NAP
 57      NAP
 75      NAP
         If Walgreens obtains a rating of less than BBB-
         then Taxes and Insurance, Capital Expense
 81      and Rollover Reserves will be due.
 91      NAP
 96      NAP
128      NAP
197      NAP
Total/Weighted Average:


<CAPTION>
Loan      Current TI/LC      Interest on     Environmental      Current Environmental     Initial Environmental      Ongoing
Pool      Balance as of     TI/LC Escrow       Escrow in        Escrow Balance as of          Escrow Amount        Environmental
 No.     02/01/2005 ($)       Paid to:        Place (Y/N)           02/01/2005 ($)                 ($)          Escrow - Monthly ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>                  <C>                    <C>                      <C>                    <C>
  2         $819,012          Borrower             N                      $0                       $0                     $0
  3         $627,307          Borrower             N                      $0                       $0                     $0
  4         $643,682          Borrower             N                      $0                       $0                     $0
 22         $750,000          Borrower             N                      $0                       $0                     $0
 24           $2,138          Borrower             N                      $0                       $0                     $0
 25           $3,000          Borrower             N                      $0                       $0                     $0
 27          $51,012          Borrower             N                      $0                       $0                     $0
 28               $0          Borrower             N                      $0                       $0                     $0
 30               $0             NAP               N                      $0                       $0                     $0
 31          $10,833          Borrower             N                      $0                       $0                     $0
 32               $0             NAP               N                      $0                       $0                     $0
 37          $32,020          Borrower             N                      $0                       $0                     $0
 40          $30,768          Borrower             N                      $0                       $0                     $0
 41               $0             NAP               N                      $0                       $0                     $0
 45               $0             NAP               Y                    $626                     $625                     $0
 50          $11,667          Borrower             N                      $0                       $0                     $0
 57               $0             NAP               N                      $0                       $0                     $0
 75           $4,000          Borrower             N                      $0                       $0                     $0
 81               $0             NAP               N                      $0                       $0                     $0
 91           $6,000          Borrower             N                      $0                       $0                     $0
 96               $0             NAP               N                      $0                       $0                     $0
128               $0          Borrower             N                      $0                       $0                     $0
197               $0             NAP               N                      $0                       $0                     $0
Total/Weighted Average:


<CAPTION>
                                                        Terms or Conditions
Loan       Environmental         Springing Reserve         for Springing          Interest on
Pool        Reserve Cap           Requirement for          Environmental         Environmental     Other Escrows     Description of
 No.    ($ and Description)     Environmental (Y/N)     Reserve Requirement     Escrow Paid to:    in Place (Y/N)    "Other" Escrows
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                      <C>                    <C>                   <C>                <C>       <C>
  2             NAP                      N                      NAP                   NAP                N         NAP
  3             NAP                      N                      NAP                   NAP                N         NAP
  4             NAP                      N                      NAP                   NAP                N         NAP
 22             NAP                      N                      NAP                   NAP                N         NAP
 24             NAP                      N                      NAP                   NAP                N         NAP
 25             NAP                      N                      NAP                   NAP                Y         New Tenant Space
                                                                                                                   Reserve
 27             NAP                      N                      NAP                   NAP                Y         Ground Rent
 28             NAP                      N                      NAP                   NAP                N         NAP
 30             NAP                      N                      NAP                   NAP                N         NAP
 31             NAP                      N                      NAP                   NAP                N         NAP
 32             NAP                      N                      NAP                   NAP                N         NAP
 37             NAP                      N                      NAP                   NAP                N         NAP
 40             NAP                      N                      NAP                   NAP                N         NAP
 41             NAP                      N                      NAP                   NAP                Y         Security Reserve
 45             NAP                      N                      NAP                 Borrower             N         NAP
 50             NAP                      N                      NAP                   NAP                N         NAP
 57             NAP                      N                      NAP                   NAP                N         NAP
 75             NAP                      N                      NAP                   NAP                N         NAP
 81             NAP                      N                      NAP                   NAP                N         NAP
 91             NAP                      N                      NAP                   NAP                Y         Valley Bible
                                                                                                                   Rollover
 96             NAP                      N                      NAP                   NAP                N         NAP
128             NAP                      N                      NAP                   NAP                Y         Parking Reserve
                                                                                                                   Variance
197             NAP                      N                      NAP                   NAP                N         NAP
Total/Weighted Average


<CAPTION>
Loan    Initial Other      Current Other          Ongoing Other      Other Reserve    Other Springing
Pool    Escrow Amount      Escrow Balance       Escrow - Monthly      Cap ($ and    Reserve Requirement    Terms or Conditions for
 No.         ($)        as of 02/01/2005 ($)           ($)           Description)          (Y/N)           Other Reserve Requirement
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                   <C>                  <C>                   <C>                 <C>           <C>
  2           $0                    $0                  $0               NAP                 Y             Cash Management Period/
                                                                                                           Anchor Tenant Notifies
                                                                                                           Termination of its Lease
  3           $0                    $0                  $0               NAP                 Y             Cash Management Period
                                                                                                           /Anchor Tenant Notifies
                                                                                                           Termination of its Lease
  4           $0                    $0                  $0               NAP                 Y             Cash Management Period
                                                                                                           /Anchor Tenant Notifies
                                                                                                           Termination of its Lease
 22           $0                    $0                  $0               NAP                 N             NAP
 24           $0                    $0                  $0               NAP                 N             NAP
 25     $250,000              $250,000                  $0               NAP                 N             NAP
 27      $88,350               $88,508             $44,175               NAP                 N             NAP
 28           $0                    $0                  $0               NAP                 N             NAP
 30           $0                    $0                  $0               NAP                 N             NAP
 31           $0                    $0                  $0               NAP                 N             NAP
 32           $0                    $0                  $0               NAP                 N             NAP
 37           $0                    $0                  $0               NAP                 N             NAP
 40           $0                    $0                  $0               NAP                 N             NAP
 41      $25,067               $25,067                  $0               NAP                 N             NAP
 45           $0                    $0                  $0               NAP                 N             NAP
 50           $0                    $0                  $0               NAP                 N             NAP
 57           $0                    $0                  $0               NAP                 N             NAP
 75           $0                    $0                  $0               NAP                 N             NAP
 81           $0                    $0                  $0               NAP                 N             NAP
 91     $100,000              $100,090                  $0               NAP                 N             NAP
 96           $0                    $0                  $0               NAP                 N             NAP
128      $12,000               $12,000                  $0               NAP                 N             NAP
197           $0                    $0                  $0               NAP                 N             NAP
Total/Weighted Average:


<CAPTION>
Loan                           Springing
Pool    Interest on Other        Escrow                                                     Future Payment      Payment
 No.     Escrow Paid to:         (Y/N)                  Springing Escrow                     Changes (Y/N)     Frequency   Due Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                        <C>     <C>                                                     <C>          <C>            <C>
  2     NAP                        Y       Anchor Tenant Reserve                                   N            Monthly        5
  3     NAP                        Y       Anchor Tenant Reserve                                   N            Monthly        5
  4     NAP                        Y       Anchor Tenant Reserve                                   N            Monthly        5
 22     NAP                        Y       TI/LC Reserve                                           N            Monthly        5
 24     NAP                        N       NAP                                                     N            Monthly        5
 25     Borrower                   N       NAP                                                     N            Monthly        1
 27     Borrower                   Y       Other Reserves                                          Y            Monthly        1
 28     NAP                        N       NAP                                                     N            Monthly        5
 30     NAP                        N       NAP                                                     N            Monthly        5
 31     NAP                        N       NAP                                                     N            Monthly        5
 32     NAP                        N       NAP                                                     N            Monthly        5
 37     NAP                        N       NAP                                                     N            Monthly        1
 40     NAP                        N       NAP                                                     N            Monthly        1
 41     Borrower                   N       NAP                                                     N            Monthly        5
 45     NAP                        N       NAP                                                     N            Monthly        5
 50     NAP                        N       NAP                                                     N            Monthly        1
 57     NAP                        N       NAP                                                     N            Monthly        5
 75     NAP                        N       NAP                                                     N            Monthly        1
 81     NAP                        Y       Taxes and Insurance, Capital Expense
                                           and Rollover Reserves                                   N            Monthly        1
 91     Borrower                   N       NAP                                                     N            Monthly        1
 96     NAP                        N       NAP                                                     N            Monthly        5
128     Borrower                   N       NAP                                                     N            Monthly        5
197     NAP                        N       NAP                                                     N            Monthly        1
Total/Weighted Average:


<CAPTION>
          Debt Service                                                                            Balloon Payment
Loan      Payment Grace        Debt Service                                                       Grace Period to    Balloon Payment
Pool    Period to Impose       Grace Period                                                            Impose        Grace Period to
 No.       Late Charge      to Call a Default                 Default Interest %                     Late Charge      Call a Default
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                 <C>        <C>                                                       <C>                <C>
  2             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
  3             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
  4             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 22             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 24             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 25             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 27             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 28             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 30             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 31             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 32             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 37             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 40             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 41             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 45             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 50             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 57             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
 75             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 81             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 91             5                   5          Lesser of I.R. + 5% and maximum allowed by law            5                  5
 96             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
128             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
197             0                   0          Lesser of I.R. + 5% and maximum allowed by law            0                  0
Total/Weighted Average:


<CAPTION>
Loan    Assumption
Pool    Provision
 No.      (Y/N)                                                        Assumption/Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>      <C>
  2         Y        1 time at 1.0%
  3         Y        1 time at 1.0%
  4         Y        1 time at 1.0%
 22         Y        Multiple-right transfer at 1.0%
 24         Y        Multiple-right transfer at 0.5%
 25         Y        1 time at 1.0%
 27         Y        1 time at 1.0%
 28         Y        1 time at 1.0%
 30         Y        Multiple-right transfer at 1% plus related expenses up to $5,000
 31         Y        1 time at 1.0%
 32         Y        Multiple-right transfer at 1.0%
 37         Y        1 time at 1.0%
 40         Y        1 time at 0.5%
 41         Y        Multiple-right transfer at 0% during the first 6 months, 0.5% for the first assumption and 1% for each
                     assumption thereafter.
 45         Y        Multiple-right transfer at 0% during the first 6 months, 0.5% for the first assumption and 1% for each
                     assumption thereafter.
 50         Y        1 time at 1.0%
 57         Y        1 time at 1.0%
 75         Y        1 time at 1.0%
 81         Y        1 time at 1.0%
 91         Y        1 time at 1.0%
 96         Y        Multiple-right transfer at 1.0% or 0.0% in the event of a Controlling Interest Transfer.
128         Y        Multiple-right transfer at 1.0%
197         Y        Multiple-right transfer at 1.0%
Total/Weighted Average:


<CAPTION>
Loan      Earthquake                                                                                                  Environmental
Pool      Zone 3 or 4                Earthquake       Hurricane       Hurricane       Flood Zone    Flood Insurance     Insurance
 No.         (Y/N)         PML %   Insurance (Y/N)    Zone (Y/N)    Insurance (Y/N)      (Y/N)            (Y/N)            (Y/N)
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>        <C>            <C>              <C>             <C>             <C>              <C>              <C>
  2            N             NAP         Y                N               Y               Y                Y                N
  3            N             NAP         Y                N               Y               Y                Y                N
  4            N             NAP         Y                N               Y               Y                Y                N
 22            N             NAP         N                Y               N               N                N                N
 24            Y           14.0%         N                N               N               N                N                N
 25            Y           14.0%         N                N               N               N                N                N
 27            Y           12.0%         Y                N               Y               N                N                N
 28            N             NAP         N                Y               N               N                N                N
 30            N             NAP         Y                Y               Y               N                Y                N
 31            N             NAP         N                N               Y               N                N                N
 32            N             NAP         N                N               Y               N                N                N
 37            Y           16.0%         N                N               N               N                N                N
 40            Y            9.0%         Y                N               Y               N                Y                N
 41            N             NAP         Y                N               Y               N                Y                N
 45            N             NAP         Y                N               Y               N                Y                N
 50            N             NAP         N                N               N               N                N                N
 57            N             NAP         N                N               N               N                N                N
 75            N             NAP         N                N               N               N                N                N
 81            N             NAP         N                N               N               N                N                N
 91            N             NAP         N                N               N               N                N                N
 96            N             NAP         N                N               N               N                N                N
128            N             NAP         N                N               N               N                N                N
197            N             NAP         N                N               N               Y                Y                N
Total/Weighted Average:


<CAPTION>
Loan                      Non-Consolidation     Independent                   Current Additional    Current Additional
Pool     SAE      SPE          Opinion            Director      Revocable     Financing in Place     Financing Secured
 No.    (Y/N)    (Y/N)          (Y/N)              (Y/N)       Trust (Y/N)       (Y/N/Silent)        by Property (Y/N)
------------------------------------------------------------------------------------------------------------------------
<S>       <C>      <C>            <C>                <C>            <C>               <C>                    <C>
  2       Y        Y              Y                  N              N                 N                      N
  3       Y        Y              Y                  N              N                 N                      N
  4       Y        Y              Y                  N              N                 N                      N
 22       Y        Y              N                  N              N                 N                      N
 24       Y        Y              N                  N              N                 N                      N
 25       Y        Y              Y                  N              N                 N                      N
 27       Y        Y              Y                  N              N                 N                      N
 28       Y        Y              N                  N              N                 N                      N
 30       Y        Y              N                  N              N                 N                      N
 31       Y        Y              N                  N              N                 N                      N
 32       Y        Y              N                  N              N                 N                      N
 37       Y        Y              Y                  N              N                 N                      N
 40       Y        Y              N                  N              N                 N                      N
 41       Y        Y              N                  N              N                 N                      N
 45       Y        Y              N                  N              N                 N                      N
 50       Y        Y              N                  N              N                 N                      N
 57       Y        Y              N                  N              N                 N                      N
 75       Y        Y              Y                  N              N                 N                      N
 81       Y        Y              N                  N              N                 N                      N
 91       Y        Y              Y                  N              N                 N                      N
 96       Y        Y              N                  N              N                 N                      N
128       Y        Y              N                  N              N                 N                      N
197       Y        Y              N                  Y              N                 N                      N
Total/Weighted Average:


<CAPTION>
Loan        Description of                                  Additional Financing     Future Additional
Pool      Current Additional      Standstill Agreement      Permitted In Future      Financing Secured
 No.           Financing             in Place (Y/N)             (Y/N/Silent)         by Property (Y/N)
---------------------------------------------------------------------------------------------------------
<S>     <C>                                 <C>                      <C>                     <C>
  2     NAP                                 N                        N                       N
  3     NAP                                 N                        N                       N
  4     NAP                                 N                        N                       N
 22     NAP                                 N                        N                       N
 24     NAP                                 N                        N                       N
 25     NAP                                 N                        N                       N
 27     NAP                                 N                        N                       N
 28     NAP                                 N                        N                       N
 30     NAP                                 N                        Y                       N
 31     NAP                                 N                        N                       N
 32     NAP                                 N                        N                       N
 37     NAP                                 N                        N                       N
 40     NAP                                 N                        N                       N
 41     NAP                                 N                        Y                       N
 45     NAP                                 N                        Y                       N
 50     NAP                                 N                        N                       N
 57     NAP                                 N                        N                       N
 75     NAP                                 N                        N                       N
 81     NAP                                 N                        N                       N
 91     NAP                                 N                        N                       N
 96     NAP                                 N                        N                       N
128     NAP                                 N                        N                       N
197     NAP                                 N                        N                       N
Total/Weighted Average:


<CAPTION>
Loan                                                                                                                      Sec. 8
Pool                                                                                                  Number Times    (Multifamily)
 No.                            Description of Future Additional Financing                             Delinquent         (Y/N)
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                 <C>             <C>
  2     NAP                                                                                                 0               N
  3     NAP                                                                                                 0               N
  4     NAP                                                                                                 0               N
 22     NAP                                                                                                 0               N
 24     NAP                                                                                                 0               N
 25     NAP                                                                                                 0               N
 27     NAP                                                                                                 0               N
 28     NAP                                                                                                 0               N
 30     Mezzanine debt up to $500,000 subject to certain conditions including LTV not more than 80%.        0               N
 31     NAP                                                                                                 0               N
 32     NAP                                                                                                 0               N
 37     NAP                                                                                                 0               N
 40     NAP                                                                                                 0               N
 41     Mezzanine debt subject to certain conditions including LTV not more than 85%.                       0               N
 45     Mezzanine debt subject to certain conditions including LTV not more than 85%.                       0               N
 50     NAP                                                                                                 0               N
 57     NAP                                                                                                 0               N
 75     NAP                                                                                                 0               N
 81     NAP                                                                                                 0               N
 91     NAP                                                                                                 0               N
 96     NAP                                                                                                 0               N
128     NAP                                                                                                 0               N
197     NAP                                                                                                 0               N
Total/Weighted Average:


<CAPTION>
Loan                       Sec. 42
Pool     No. of Sec.    (Multifamily)     No. of Sec.    Partial Collateral
 No.      8 Units           (Y/N)          42 Units         Release (Y/N)            Partial Collateral Release Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>            <C>                <C>          <C>
  2          NAP              N              NAP                 Y           Subject to certain conditions, borrower may obtain a
                                                                             release of any Property
  3          NAP              N              NAP                 Y           Subject to certain conditions, borrower may obtain a
                                                                             release of any Property
  4          NAP              N              NAP                 Y           Subject to certain conditions, borrower may obtain a
                                                                             release of any Property
 22          NAP              N              NAP                 N           NAP
 24          NAP              N              NAP                 N           NAP
 25          NAP              N              NAP                 N           NAP
 27          NAP              N              NAP                 N           NAP
 28          NAP              N              NAP                 N           NAP
 30          NAP              N              NAP                 N           NAP
 31          NAP              N              NAP                 N           NAP
 32          NAP              N              NAP                 N           NAP
 37          NAP              N              NAP                 N           NAP
 40          NAP              N              NAP                 N           NAP
 41          NAP              N              NAP                 N           NAP
 45          NAP              N              NAP                 N           NAP
 50          NAP              N              NAP                 N           NAP
 57          NAP              N              NAP                 N           NAP
 75          NAP              N              NAP                 N           NAP
 81          NAP              N              NAP                 N           NAP
 91          NAP              N              NAP                 N           NAP
 96          NAP              N              NAP                 N           NAP
128          NAP              N              NAP                 N           NAP
197          NAP              N              NAP                 N           NAP
Total/Weighted Average:


<CAPTION>
Loan                                                                                                     Outparcel or
Pool                                                                                                     Other Release
 No.                    Partial Collateral Release Prepayment Penalty Description                            (Y/N)
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                                                    <C>
  2     Borrower will make a defeasance payment in an amount equal                                             Y
        to the greater of the Net Proceeds of the Property and 125% of
        the Allocated Loan Amount for the Property.
  3     Borrower will make a defeasance payment in an amount equal                                             Y
        to the greater of the Net Proceeds of the Property and 125% of
        the Allocated Loan Amount for the Property.
  4     Borrower will make a defeasance payment in an amount equal                                             Y
        to the greater of the Net Proceeds of the Property and 125% of
        the Allocated Loan Amount for the Property.
 22     NAP                                                                                                    N
 24     NAP                                                                                                    N
 25     NAP                                                                                                    N
 27     NAP                                                                                                    N
 28     NAP                                                                                                    N
 30     NAP                                                                                                    N
 31     NAP                                                                                                    N
 32     NAP                                                                                                    N
 37     NAP                                                                                                    N
 40     NAP                                                                                                    N
 41     NAP                                                                                                    N
 45     NAP                                                                                                    N
 50     NAP                                                                                                    N
 57     NAP                                                                                                    N
 75     NAP                                                                                                    N
 81     NAP                                                                                                    N
 91     NAP                                                                                                    N
 96     NAP                                                                                                    N
128     NAP                                                                                                    N
197     NAP                                                                                                    N
Total/Weighted Average:


<CAPTION>
Loan                                                                                                     Substitution  Substitution
Pool                                                                                                        Allowed     Provision
 No.                                    Outparcel or Other Release Description                               (Y/N)     Description
------------------------------------------------------------------------------------------------------------------------------------
<S>    <C>                                                                                                     <C>         <C>
  2    Subject to certain conditions, borrower may obtain a release of one or more of three outparcels.        N           NAP
  3    Subject to certain conditions, borrower may obtain a release of one or more of three outparcels.        N           NAP
  4    Subject to certain conditions, borrower may obtain a release of one or more of three outparcels.        N           NAP
 22    NAP                                                                                                     N           NAP
 24    NAP                                                                                                     N           NAP
 25    NAP                                                                                                     N           NAP
 27    NAP                                                                                                     N           NAP
 28    NAP                                                                                                     N           NAP
 30    NAP                                                                                                     N           NAP
 31    NAP                                                                                                     N           NAP
 32    NAP                                                                                                     N           NAP
 37    NAP                                                                                                     N           NAP
 40    NAP                                                                                                     N           NAP
 41    NAP                                                                                                     N           NAP
 45    NAP                                                                                                     N           NAP
 50    NAP                                                                                                     N           NAP
 57    NAP                                                                                                     N           NAP
 75    NAP                                                                                                     N           NAP
 81    NAP                                                                                                     N           NAP
 91    NAP                                                                                                     N           NAP
 96    NAP                                                                                                     N           NAP
128    NAP                                                                                                     N           NAP
197    NAP                                                                                                     N           NAP
Total/Weighted Average:


<CAPTION>
              Voluntary Partial
Loan        Prepayment Permitted
Pool        (Y/N) (escrows, LOCs,
 No.            other, etc.)                                           Partial Prepayment Description
-----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                    <C>
  2                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
  3                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
  4                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 22                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 24                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 25                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 27                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 28                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 30                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 31                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 32                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 37                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 40                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 41                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 45                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 50                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 57                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 75                   N                      NAP
 81                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 91                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
 96                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
128                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
197                   Y                      Subject to certain conditions, Borrower may defease a portion of the Principal.
Total/Weighted Average:


<CAPTION>
Loan      Day Prepayment
Pool       Allowed (plus
 No.    accrued interest?)     Seasoning    LO   LO End Date    DEF   DEF+1   DEF/YM1    YM    YM1   YM2   6.0%   5.0%   4.8%  4.0%
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                   <C>       <C>  <C>           <C>    <C>     <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
  2          Due Date              2         26   09/04/2014    90
  3          Due Date              2         26   09/04/2014    90
  4          Due Date              2         26   09/04/2014    90
 22          Due Date              1         25   07/04/2014    88
 24          Due Date              1         25   10/04/2014    91
 25          Due Date              1         25   07/31/2014    89
 27          Due Date              3         27   05/31/2014    87
 28          Due Date              0         24   11/04/2014    92
 30          Due Date              2         26   10/04/2009    31
 31          Due Date              1         25   10/04/2014    91
 32          Due Date              1         25   11/04/2014    92
 37          Due Date              4         28   07/31/2011    53
 40          Due Date              1         25   09/30/2009    31
 41          Due Date              2         26   09/04/2011    54
 45          Due Date              2         26   09/04/2011    54
 50          Due Date              2         26   09/30/2014    91
 57          Due Date              1         25   11/04/2009    32
 75          Due Date              2          0      NAP                               116
 81          Due Date              2         26   09/30/2014    91
 91          Due Date              2         26   08/31/2011    54
 96          Due Date              1         25   11/04/2014    92
128          Due Date              0         24   12/04/2014    93
197          Due Date              1         25   10/31/2014    92
Total/Weighted Average:


<CAPTION>
Loan                                                                                                                        Master
Pool                                                                                                    Correspondent/     Servicer
 No.     3.6%     3.0%   2.4%    2.0%   1.2%    1.0%    Open    YM Formulas    Primary Servicer Fee     Subservicer Fee      Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>      <C>    <C>     <C>    <C>     <C>     <C>        <C>                 <C>                  <C>              <C>
  2                                              4
  3                                              4
  4                                              4
 22                                              7
 24                                              4
 25                                              6
 27                                              6
 28                                              4
 30                                              3
 31                                              4
 32                                              3
 37                                              3
 40                                              4
 41                                              4
 45                                              4
 50                                              3
 57                                              3
 75                                              4
 81                                              3
 91                                              4
 96                                              3
128                                              3
197                                              3
Total/Weighted Average:


<CAPTION>
Loan    Trustee                        Cooperative                                                                          Coop
Pool    Annual    Administrative        Value as a         Unsold    Sponsor    Investor   Coop    Sponsor    Cutoff LTV   Sponsor/
 No.     Fee        Cost Rate        Rental Property       Percent    Units       Units    Units    Carry     as Rental    Investor
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>           <C>                  <C>               <C>       <C>        <C>      <C>       <C>        <C>          <C>
  2                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
  3                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
  4                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 22                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 24                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 25                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 27                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 28                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 30                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 31                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 32                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 37                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 40                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 41                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 45                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 50                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 57                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 75                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 81                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 91                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
 96                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
128                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
197                                         NAP               NAP       NAP        NAP      NAP       NAP        NAP          NAP
Total/Weighted Average:
</TABLE>

<PAGE>

                                  SCHEDULE III

                             PRINCIPAL LOAN SCHEDULE

MSCI 2005-IQ9
PCF Accounting Tape
February 15, 2005

      Single Note/ Multiple Properties
      Cross Collateralized/Cross defaulted

<TABLE>
<CAPTION>






Loan                      Mortgage
Pool                      Loan       Loan
No.                       Seller     Number
-----------------------   --------   ------
<S>                       <C>        <C>
                      6   PCF        754180
                      8   PCF        754195
                     10   PCF        754063



















                     11   PCF        754183
                     17   PCF        754119












                     20   PCF        754106




                     38   PCF        754066


                     42   PCF        754188































                     46   PCF        753708



                     79   PCF        754182


                    195   PCF        754169
                    202   PCF        754155

Total/Weighted Average:

<CAPTION>





                                                               Portfolio
Loan                                                           Name
Pool                      Property                             (if           Street
No.                       Name                                 applicable)   Address                         County
-----------------------   ----------------------------------   -----------   -----------------------------   -----------------
<S>                       <C>                                  <C>           <C>                             <C>
                      6   540 Madison Avenue                   NAP           540 Madison Avenue              New York
                      8   400 Madison Avenue                   NAP           400 Madison Avenue              New York
                     10   Elliot Corporate Center              NAP           875 West Elliot Road            Maricopa



















                     11   Coram Plaza                          NAP           264 Middle Country Road         Suffolk
                     17   University Plaza Office Building     NAP           3110 East Guasti Road           San Bernardino












                     20   Commerce Crossings Office Building   NAP           5200 Commerce Crossings Drive   Jefferson




                     38   7225 West Marcia Road                NAP           7225 West Marcia Road           Milwaukee


                     42   901 Kaiser Road                      NAP           901 Kaiser Road                 Napa































                     46   Loch Raven Shopping Center           NAP           1700 East Northern Parkway      City of Baltimore



                     79   Mariemont Promenade                  NAP           7201 Wooster Pike               Hamilton


                    195   Liberty Square Medical Center        NAP           501 North 17th Street           Lehigh
                    202   The Heidt Building                   NAP           3800 Colonial Boulevard         Lee

Total/Weighted Average:

<CAPTION>




                                               North
                                               or
Loan                                           South
Pool                                           CA          Zip                                         Property     Property
No.                       City         State   (NCA/SCA)   Code    MSA                                 Type         Sub-Type
-----------------------   ----------   -----   ---------   -----   ---------------------------------   ----------   ---------------
<S>                       <C>          <C>     <C>         <C>     <C>                                 <C>          <C>
                      6   New York     NY      NAP         10022   New York City                       Office       Urban
                      8   New York     NY      NAP         10022   New York City                       Office       Urban
                     10   Tempe        AZ      NAP         85284   Phoenix-Mesa AZ MSA                 Office       Suburban



















                     11   Coram        NY      NAP         11727   Nassau-Suffolk NY PMSA              Retail       Anchored
                     17   Ontario      CA      SCA         91761   Riverside-San Bernardino CA PMSA    Office       Suburban












                     20   Louisville   KY      NAP         40229   Louisville KY-IN MSA                Office       Suburban




                     38   Milwaukee    WI      NAP         53223   Milwaukee-Racine WI                 Industrial   Warehouse


                     42   Napa         CA      NCA         94558   Vallejo-Fairfield-Napa CA PMSA      Industrial   Warehouse































                     46   Baltimore    MD      NAP         21239   Baltimore MD PMSA                   Retail       Anchored



                     79   Mariemont    OH      NAP         45227   Cincinnati OH-KY-IN PMSA            Retail       Shadow Anchored


                    195   Allentown    PA      NAP         18104   Allentown-Bethlehem-Easton PA MSA   Office       Medical
                    202   Fort Myers   FL      NAP         33912   Fort Myers-Cape Coral FL MSA        Office       Suburban

Total/Weighted Average:

<CAPTION>



                                                        Cut-Off
                                                        Date                          %
                                                        Balance                       by
Loan                      Number                        (as                           Cut-off
Pool                      of           Original         of                            Date       Cut-Off                 Year
No.                       Properties   Balance          02/01/2005)      Sort         Balance    Date         Units/SF   Built
-----------------------   ----------   --------------   --------------   ----------   -------    ----------   --------   ---------
<S>                       <C>          <C>              <C>              <C>          <C>        <C>          <C>        <C>
                      6            1      $75,000,000      $75,000,000   75,000,000       4.9%   02/01/2005    280,830        1970
                      8            1      $65,500,000      $65,500,000   65,500,000       4.3%   02/01/2005    184,859        1929
                     10            1      $23,250,000      $23,163,995   23,163,995       1.5%   02/01/2005    223,392        1998



















                     11            1      $20,755,300      $20,755,300   20,755,300       1.4%   02/01/2005    144,191   1954/2003
                     17            1      $14,700,000      $14,700,000   14,700,000       1.0%   02/01/2005    100,000        2004












                     20            1      $13,000,000      $12,980,585   12,980,585       0.8%   02/01/2005    150,000        2001




                     38            1       $8,320,000       $8,284,539    8,284,539       0.5%   02/01/2005    208,150        1995


                     42            1       $6,900,000       $6,893,773    6,893,773       0.5%   02/01/2005    120,157        1986































                     46            1       $6,000,000       $5,995,744    5,995,744       0.4%   02/01/2005     53,857        2004



                     79            1       $4,260,000       $4,255,837    4,255,837       0.3%   02/01/2005     48,688        1990


                    195            1       $1,450,000       $1,450,000    1,450,000       0.1%   02/01/2005     20,550        1960
                    202            1       $1,350,000       $1,348,592    1,348,592       0.1%   02/01/2005     16,239        2001

Total/Weighted Average:                $1,544,375,825   $1,531,754,421                  100.0%

<CAPTION>




                                                                                  Percent
                                                                                  Leased
Loan                                                  Owner-Occupied              as           Percent
Pool                      Year        Single-Tenant   >20%             Percent    of           Leased
No.                       Renovated   (Y/N)           (Y/N - %)        Leased     Date         Source
-----------------------   ---------   -------------   --------------   -------    ----------   ---------
<S>                       <C>         <C>             <C>              <C>        <C>          <C>
                      6        1997   N               N                   97.8%   12/15/2004   Rent Roll
                      8   1999-2000   N               N                   97.6%   01/07/2005   Rent Roll
                     10   NAP         N               N                  100.0%   10/21/2004   Rent Roll



















                     11        2004   N               N                   91.9%   01/28/2005   Rent Roll
                     17   NAP         N               N                   95.5%   01/05/2005   Rent Roll












                     20   NAP         Y               N                  100.0%   12/13/2004   Rent Roll




                     38   NAP         Y               N                  100.0%   09/17/2004   Rent Roll


                     42   NAP         Y               N                  100.0%   12/15/2004   Rent Roll































                     46   NAP         N               N                  100.0%   11/29/2004   Rent Roll



                     79   NAP         N               N                   90.9%   12/21/2004   Rent Roll


                    195        2000   N               N                   97.1%   01/04/2005   Rent Roll
                    202   NAP         N               N                  100.0%   12/08/2004   Rent Roll

Total/Weighted Average:

<CAPTION>






Loan
Pool                      Borrower
No.                       Name
-----------------------   ---------------------------------------------------------------------------------
<S>                       <C>
                      6   540 Madison Avenue Lease LLC
                      8   400 Madison Avenue Owner LLC
                     10   ARI - ECC, LLC; ARI - ECC 1, LLC; ARI - ECC 2, LLC; ARI - ECC 3, LLC; ARI - ECC
                          4, LLC; ARI - ECC 5, LLC; ARI - ECC 6, LLC; ARI - ECC 7, LLC; ARI - ECC 8, LLC;
                          ARI - ECC 9, LLC; ARI - ECC 10, LLC; ARI - ECC 11, LLC; ARI - ECC 12, LLC; ARI
                          - ECC 13, LLC; ARI - ECC 14 & 15, LLC; ARI - ECC 16, LLC; ARI - ECC 17, LLC; ARI
                          - ECC 18, LLC; ARI - ECC 19, LLC; ARI - ECC 20, LLC; ARI - ECC 22, LLC; ARI - ECC
                          23 &24, LLC; ARI - ECC 25, LLC; ARI - ECC 26, LLC; ARI - ECC 27 &28, LLC














                     11   Inland Western Coram Plaza, L.L.C.
                     17   Ontario/University Partners, L.P.












                     20   PRESCOM, LLC and PRESTON INVESTMENTS, LLC




                     38   Marcia Road, LLC; JB Marcia, LLC; SB Marcia, LLC; Cobre Corporate Center, L.P.


                     42   Attorneys Benefit SPC I, LLC































                     46   Loch Raven Shopping Center LLC



                     79   Mariemont Promenade, LLC


                    195   Liberty Allen Square, LLC
                    202   3800 Colonial Blvd., LLC

Total/Weighted Average:

<CAPTION>



                                                                                                                Ground
                                                                                                                Lease
                                                                                                                Extinguished
Loan                                                                                                            Upon
Pool                                                                                       Lien     Ownership   Foreclosure
No.                       Sponsor                                                          Status   Interest    (Y/N)
-----------------------   --------------------------------------------------------------   ------   ---------   ------------
<S>                       <C>                                                              <C>      <C>         <C>
                      6   Macklowe, Harry                                                  First    Leasehold   N
                      8   Macklowe, Harry                                                  First    Fee         N
                     10   Gee, Richard D.; Drever, Maxwell; Argus Realty Investors, L.P.   First    Fee         N



















                     11   Inland Western Retail Real Estate Trust, Inc.                    First    Fee         N
                     17   Greene, Theodore; Lisa Hoffman Greene                            First    Fee         N












                     20   Shapin, Lawrence; Amar Desai; Mahendra Patel                     First    Fee         N




                     38   Jarol, Sherwin N.                                                First    Fee         N


                     42   Vallely, Craig; Jerry Lynch                                      First    Fee         N































                     46   Rocks, Samuel; JWR Family LLC; RDR Family LLC                    First    Fee         N



                     79   Hemmer Jr., Paul; David B. Pomeroy II                            First    Fee         N


                    195   Milano, Constantino T.                                           First    Fee         N
                    202   Kamhi, Max                                                       First    Fee         N

Total/Weighted Average:

<CAPTION>


                                                                       Ground
                                                                       Lease
                                                                       Outside
                          Ground                                       Expiration
Loan                      Lease        Extension   Extension           Date                       Modified
Pool                      Expiration   Options     Options             (Including    Note         Loan       Modification
No.                       Date         (Y/N)       Description         Extensions)   Date         (Y/N)      Description
-----------------------   ----------   ---------   -----------------   -----------   ----------   --------   ------------
<S>                       <C>          <C>         <C>                 <C>           <C>          <C>        <C>
                      6   12/31/2037   Y           1; 30 year option   12/31/2067    12/15/2004   N          NAP
                      8   NAP          N           NAP                 NAP           01/07/2005   N          NAP
                     10   NAP          N           NAP                 NAP           10/25/2004   N          NAP



















                     11   NAP          N           NAP                 NAP           01/28/2005   N          NAP
                     17   NAP          N           NAP                 NAP           01/07/2005   N          NAP












                     20   NAP          N           NAP                 NAP           12/13/2004   N          NAP




                     38   NAP          N           NAP                 NAP           09/23/2004   N          NAP


                     42   NAP          N           NAP                 NAP           12/15/2004   N          NAP































                     46   NAP          N           NAP                 NAP           12/01/2004   N          NAP



                     79   NAP          N           NAP                 NAP           12/21/2004   N          NAP


                    195   NAP          N           NAP                 NAP           01/04/2005   N          NAP
                    202   NAP          N           NAP                 NAP           12/13/2004   N          NAP

Total/Weighted Average:

<CAPTION>




                                                    First                           Maturity
                          First        First        Interest   Maturity             Date
Loan                      P&I          Payment      Only       Date         ARD     of
Pool                      Payment      Date         Period     or           Loan    ARD
No.                       Date         (IO)         (mos)      ARD          (Y/N)   Loan
-----------------------   ----------   ----------   --------   ----------   -----   ----------
<S>                       <C>          <C>          <C>        <C>          <C>     <C>
                      6   NAP          02/01/2005        103   07/11/2013   N       NAP
                      8   NAP          03/01/2005         60   02/01/2010   N       NAP
                     10   12/01/2004   NAP          NAP        11/01/2011   Y       11/01/2031



















                     11   NAP          03/01/2005         60   02/01/2010   N       NAP
                     17   03/03/2005   NAP          NAP        02/03/2015   N       NAP












                     20   02/01/2005   01/01/2010   NAP        01/01/2012   N       NAP




                     38   11/01/2004   NAP          NAP        10/01/2012   N       NAP


                     42   02/03/2005   NAP          NAP        01/03/2015   N       NAP































                     46   02/01/2005   NAP          NAP        01/01/2015   N       NAP



                     79   02/01/2005   NAP          NAP        01/01/2012   N       NAP


                    195   03/01/2005   NAP          NAP        02/01/2010   N       NAP
                    202   02/01/2005   NAP          NAP        01/01/2012   N       NAP

Total/Weighted Average:

<CAPTION>



                                                                                                                   Orig.
                                                                                                                   Term
                                                                                         Terms/Description         to
Loan                      ARD                                                            of                        Maturity
Pool                      Rate                                      Lockbox    Lockbox   Springing                 or         Rem.
No.                       Step                                      Status     Type      Lockbox                   ARD        Term
-----------------------   ---------------------------------------   --------   -------   -----------------------   --------   ----
<S>                       <C>                                       <C>        <C>       <C>                       <C>        <C>
                      6   NAP                                       In-Place   Hard      NAP                            103    102
                      8   NAP                                       In-Place   Hard      NAP                             60     60
                     10   The interest rate shall be adjusted       In-Place   Soft      In any event of default         84     81
                          on the ARD date to be the greater of
                          Initial Interest Rate (5.58%) + 300
                          basis points or the then current yield
                          on the 10 year on the run U.S. Treasury
                          Issue + 300 basis points.














                     11   NAP                                       None       NAP       NAP                             60     60
                     17   NAP                                       None       NAP       NAP                            120    120












                     20   NAP                                       None       NAP       NAP                             84     83




                     38   NAP                                       None       NAP       NAP                             96     92


                     42   NAP                                       None       NAP       NAP                            120    119































                     46   NAP                                       None       NAP       NAP                            120    119



                     79   NAP                                       None       NAP       NAP                             84     83


                    195   NAP                                       None       NAP       NAP                             60     60
                    202   NAP                                       None       NAP       NAP                             84     83

Total/Weighted Average:                                                                                                 125    115

<CAPTION>




                                                                                            NOI                 Implied
                                                               Monthly    Monthly           DSCR                DSCR       DSCR
Loan                                                           Debt       Debt              (after              @          (after
Pool                      Orig.    Rem.             Loan       Service    Service    NOI    IO        Current   8.00%      IO
No.                       Amort.   Amort   Rate     Constant   (P&I)      (IO)       DSCR   period)   DSCR      Constant   period)
-----------------------   ------   -----   -----    --------   --------   --------   ----   -------   -------   --------   -------
<S>                       <C>      <C>     <C>      <C>        <C>        <C>        <C>    <C>       <C>       <C>        <C>
                      6   IO       IO      5.280%      5.353%  NAP        $334,583   2.32   NAP          2.19       1.47   NAP
                      8   IO       IO      5.050%      5.120%  NAP        $279,474   2.24   NAP          2.12       1.36   NAP
                     10      324     321   5.580%      7.176%  $139,040   NAP        1.49   NAP          1.37       1.23   NAP



















                     11   IO       IO      4.550%      4.550%  NAP         $78,697   2.67   NAP          2.58       1.47   NAP
                     17      360     360   5.420%      6.753%   $82,729   NAP        1.50   NAP          1.38       1.17   NAP












                     20      300     299   5.170%      7.134%   $77,290   NAP        1.59   NAP          1.39       1.25   NAP




                     38      360     356   5.680%      6.950%   $48,184   NAP        1.82   NAP          1.69       1.47   NAP


                     42      360     359   5.670%      6.942%   $39,917   NAP        1.37   NAP          1.30       1.13   NAP































                     46      360     359   6.570%      7.640%   $38,201   NAP        1.42   NAP          1.36       1.30   NAP



                     79      360     359   5.350%      6.701%   $23,788   NAP        1.59   NAP          1.44       1.21   NAP


                    195      360     360   5.440%      6.768%    $8,178   NAP        1.79   NAP          1.50       1.27   NAP
                    202      360     359   5.080%      6.501%    $7,313   NAP        2.28   NAP          1.99       1.62   NAP

Total/Weighted Average:      341     329   5.848%                                                     2.05x

<CAPTION>


                                       Cut-Off
                                       Date
                                       Balance
                                       per                                                                                 Source
Loan                      Annual       Unit      Interest     Balloon                            Cut-Off                   of
Pool                      Debt         or        Accrual      Loan      Balloon       Balloon    Date       Appraised      Current
No.                       Service      SF        Method       (Y/N)     Balance       LTV        LTV        Value          Value
-----------------------   ----------   -------   ----------   -------   -----------   -------    -------    ------------   ---------
<S>                       <C>          <C>       <C>          <C>       <C>           <C>        <C>        <C>            <C>
                      6   $4,015,000      $267   Actual/360   Y         $75,000,000      57.7%      57.7%   $130,000,000   Appraisal
                      8   $3,353,691      $354   Actual/360   Y         $65,500,000      65.5%      65.5%   $100,000,000   Appraisal
                     10   $1,668,484      $104   Actual/360   Y         $20,270,262      62.8%      71.7%    $32,300,000   Appraisal



















                     11     $944,366      $144   30/360       Y         $20,755,300      53.5%      53.5%    $38,800,000   Appraisal
                     17     $992,744      $147   Actual/360   Y         $12,270,500      60.1%      72.1%    $20,400,000   Appraisal












                     20     $927,478       $87   Actual/360   Y         $11,598,310      65.2%      72.9%    $17,800,000   Appraisal




                     38     $578,207       $40   30/360       Y          $7,267,172      56.8%      64.7%    $12,800,000   Appraisal


                     42     $478,999       $57   Actual/360   Y          $5,804,239      58.0%      68.9%    $10,000,000   Appraisal































                     46     $458,409      $111   Actual/360   Y          $5,179,274      61.7%      71.4%     $8,400,000   Appraisal



                     79     $285,461       $87   Actual/360   Y          $3,804,908      68.6%      76.7%     $5,550,000   Appraisal


                    195      $98,141       $71   Actual/360   Y          $1,347,667      58.6%      63.0%     $2,300,000   Appraisal
                    202      $87,759       $83   Actual/360   Y          $1,198,981      42.1%      47.3%     $2,850,000   Appraisal

Total/Weighted Average:                                                                  50.3%      59.4%

<CAPTION>





                                                                Original
Loan                                   Rem.      Original       Appraisal                     FIRREA      Phase        Phase
Pool                      Valuation    Tax       Appraised      Report       Capitalization   Appraisal   I            II
No.                       Date         Credits   Value          Date         Rate             (Y/N)       Date         Date
-----------------------   ----------   -------   ------------   ----------   --------------   ---------   ----------   -----
<S>                       <C>          <C>       <C>            <C>          <C>              <C>         <C>          <C>
                      6   01/01/2005   NAP       $130,000,000   11/24/2004   NAP              Y           12/01/2004   NAP
                      8   01/01/2005   NAP       $100,000,000   12/07/2004   NAP              Y           12/07/2004   NAP
                     10   08/10/2004   NAP        $32,300,000   08/19/2004   NAP              Y           09/30/2004   NAP



















                     11   10/01/2004   NAP        $38,800,000   12/27/2004   NAP              Y           01/18/2005   NAP
                     17   01/01/2005   NAP        $20,400,000   10/20/2004   NAP              Y           10/21/2004   NAP












                     20   10/06/2004   NAP        $17,800,000   10/27/2004   NAP              Y           11/17/2004   NAP




                     38   08/20/2004   NAP        $12,800,000   09/14/2004   NAP              Y           08/31/2004   NAP


                     42   11/12/2004   NAP        $10,000,000   12/02/2004   NAP              Y           12/14/2004   NAP































                     46   11/05/2004   NAP         $8,400,000   11/09/2004   NAP              Y           01/18/2004   NAP



                     79   11/30/2004   NAP         $5,550,000   12/13/2004   NAP              Y           12/13/2004   NAP


                    195   11/02/2004   NAP         $2,300,000   11/24/2004   NAP              Y           11/17/2004   NAP
                    202   11/15/2004   NAP         $2,850,000   11/30/2004   NAP              Y           11/22/2004   NAP

Total/Weighted Average:

<CAPTION>





                                                                    Date                    Years
Loan                      Engineering                               of                      of
Pool                      Report                     Underwritten   Operating               Financial
No.                       Date          UCF          NOI            Statement               Information
-----------------------   -----------   ----------   ------------   ---------------------   -----------
<S>                       <C>           <C>          <C>            <C>                     <C>
                      6   12/02/2004    $8,800,478     $9,331,509   T-12 as of 10/01/2004             3
                      8   01/07/2005    $7,102,881     $7,497,913   T-12 as of 10/01/2004             3
                     10   09/27/2004    $2,278,930     $2,491,151   YE 2003*2.5%                      2



















                     11   01/31/2005    $2,433,191     $2,517,538   Appraisal               NAP
                     17   01/19/2005    $1,373,039     $1,487,491   Appraisal               NAP












                     20   11/04/2004    $1,293,622     $1,472,722   Appraisal               NAP




                     38   09/03/2004      $974,389     $1,049,947   Appraisal               NAP


                     42   12/03/2004      $620,906       $656,952   Appraisal                         2































                     46   12/08/2004      $622,693       $653,124   Appraisal               NAP



                     79   12/10/2004      $410,986       $455,228   Appraisal               NAP


                    195   11/17/2004      $146,812       $175,451   Appraisal                         3
                    202   11/18/2004      $174,830       $200,417   Appraisal                         1

Total/Weighted Average:

<CAPTION>


                                                                                           %
                                                                    Lease                  NSF
                                                                    Expiration   NSF       of
                                                                    Date         of        the
Loan                                                                of           Largest   Largest
Pool                      Largest                                   Largest      Tenant    Tenant
No.                       Tenant                                    Tenant       (SF)      (%)
-----------------------   ---------------------------------------   ----------   -------   -------
<S>                       <C>                                       <C>          <C>       <C>
                      6   Sac Capital Management LLC                09/30/2007    48,000      17.1%
                      8   Xroads Solutions Group, LLC               02/28/2013    10,500       5.7%
                     10   University of Phoenix                     09/15/2009    74,071      33.2%



















                     11   Stop & Shop                               11/01/2029    66,194      45.9%
                     17   The University of Phoenix, Inc.           11/30/2011    55,509      55.5%












                     20   YUM! Brands, Inc.                         05/31/2011   150,000     100.0%




                     38   Tree of Life, Inc.                        12/31/2012   208,150     100.0%


                     42   Robert Mondavi Corp                       09/30/2012   120,157     100.0%































                     46   Mars Super Markets, Inc.                  11/30/2024    40,729      75.6%



                     79   Coldwell Banker Residential Real Estate   05/31/2006     7,267      14.9%


                    195   St. Luke's Physician Group, Inc.          07/31/2006     2,600      12.7%
                    202   Heidt & Associates, Inc.                  10/31/2006     8,727      53.7%

Total/Weighted Average:

<CAPTION>


                                                                             Lease                  %
                                                                             Expiration   NSF       NSF
                                                                             Date         of        of
                                                                             of           2nd       2nd
Loan                      2nd                                                2nd          Largest   Largest
Pool                      Largest                                            Largest      Tenant    Tenant
No.                       Tenant                                             Tenant       (SF)      (%)
-----------------------   ------------------------------------------------   ----------   -------   -------
<S>                       <C>                                                <C>          <C>       <C>
                      6   Wachovia Bank                                      02/28/2014    32,000      11.4%
                      8   Goldin Associates, LLC                             03/31/2008     9,448       5.1%
                     10   Honeywell International                            08/14/2005    64,800      29.0%



















                     11   Family Dollar                                      12/31/2005     8,000       5.5%
                     17   Fremont Investment & Loan                          12/31/2009    40,000      40.0%












                     20   NAP                                                NAP          NAP       NAP




                     38   NAP                                                NAP          NAP       NAP


                     42   NAP                                                NAP          NAP       NAP































                     46   Ruby Tuesday, Inc.                                 12/19/2024     4,489       8.3%



                     79   Youthland Academy of Mariemont                     05/31/2009     6,600      13.6%


                    195   Greater Lehigh Valley Visiting Nurse Association   05/31/2007     2,000       9.7%
                    202   AllianceOne Incorporated                           01/31/2007     3,379      20.8%

Total/Weighted Average:

<CAPTION>


                                                                                                   %
                                                                            Lease        NSF       NSF
                                                                            Expiration   of        of
                                                                            of           3rd       3rd
Loan                      3rd                                               3rd          Largest   Largest   Related
Pool                      Largest                                           Largest      Tenant    Tenant    Borrowers
No.                       Tenant                                            Tenant       (SF)      (%)       (Y/N)
-----------------------   -----------------------------------------------   ----------   -------   -------   ---------
<S>                       <C>                                               <C>          <C>       <C>       <C>
                      6   Oracle Corporation                                11/30/2007    20,700       7.4%  Y
                      8   Pokemon USA Inc                                   12/31/2006     8,600       4.7%  Y
                     10   Remington College                                 07/31/2014    46,375      20.8%  N



















                     11   Joyce Leslie, Inc.                                08/31/2010     8,000       5.5%  N
                     17   NAP                                               NAP          NAP       NAP       N












                     20   NAP                                               NAP          NAP       NAP       N




                     38   NAP                                               NAP          NAP       NAP       N


                     42   NAP                                               NAP          NAP       NAP       N































                     46   Wachovia Bank, N.A.                               06/30/2024     3,000       5.6%  N



                     79   The Snooty Fox, Inc.                              04/30/2005     4,200       8.6%  N


                    195   Douglas Tozzoli DPM, P.C.                         03/31/2007     1,900       9.2%  N
                    202   Central Florida Behavioral Health Network, Inc.   12/31/2006     1,780      11.0%  N

Total/Weighted Average:

<CAPTION>


                                                            Single
                                           Cross            Note
                                           Collateralized   /                                                           Tax
                                           /                Multiple   Crossed                            Description   Escrow
Loan                      Related          Cross            Property   Loan/Multi-property   Additional   of            in
Pool                      Borrower         Defaulted        Loan       Pool                  Collateral   Additional    Place
No.                       List             (Y/N)            (Y/N)      (Y/N)                 (Y/N)        Collateral    (Y/N)
-----------------------   --------------   --------------   --------   -------------------   ----------   -----------   ------
<S>                       <C>              <C>              <C>        <C>                   <C>          <C>           <C>
                      6   754195, 754180   N                N          N                     N            NAP           Y
                      8   754195, 754180   N                N          N                     N            NAP           Y
                     10   NAP              N                N          N                     N            NAP           Y



















                     11   NAP              N                N          N                     N            NAP           N
                     17   NAP              N                N          N                     N            NAP           N












                     20   NAP              N                N          N                     N            NAP           N




                     38   NAP              N                N          N                     N            NAP           N


                     42   NAP              N                N          N                     N            NAP           Y































                     46   NAP              N                N          N                     N            NAP           Y



                     79   NAP              N                N          N                     N            NAP           Y


                    195   NAP              N                N          N                     N            NAP           N
                    202   NAP              N                N          N                     N            NAP           N

Total/Weighted Average:

<CAPTION>

                                                Current                                                    Terms
                                                Tax                                                        or
                          Tax                   Escrow          Ongoing     Tax              Springing     Conditions
                          Service    Initial    Balance         Tax         Reserve          Reserve       for
                          Contract   Tax        as              Escrow      Cap              Requirement   Springing
Loan                      in         Escrow     of              -           ($               for           Tax
Pool                      Place      Amount     2/1/2005        Monthly     and              Tax           Reserve
No.                       (Y/N)      ($)        ($)             ($)         Description)     (Y/N)         Requirement
-----------------------   --------   --------   ----------      ---------   --------------   -----------   -----------
<S>                       <C>        <C>        <C>                         <C>              <C>           <C>
                      6   Y          $262,955           $0       $262,955   NAP              N             NAP
                      8   Y          $149,636           $0       $149,636   NAP              N             NAP
                     10   Y           $45,644           $0        $45,644   NAP              N             NAP



















                     11   Y                $0           $0             $0   NAP              N             NAP
                     17   Y                $0           $0             $0   NAP              N             NAP












                     20   Y                $0           $0             $0   NAP              N             NAP




                     38   Y                $0           $0             $0   NAP              N             NAP


                     42   Y           $38,121           $0         $9,530   NAP              N             NAP































                     46   Y           $13,141           $0         $2,190   NAP              N             NAP



                     79   Y            $8,419           $0         $8,419   NAP              N             NAP


                    195   Y                $0           $0             $0   NAP              N             NAP
                    202   Y                $0           $0             $0   NAP              N             NAP

Total/Weighted Average:

<CAPTION>


                                                                       Current
                          Interest                                     Insurance        Ongoing       Insurance        Springing
                          on                 Insurance   Initial       Escrow           Insurance     Reserve          Reserve
                          Tax                Escrow      Insurance     Balance          Escrow        Cap              Requirement
Loan                      Escrow             in          Escrow        as               -             ($               for
Pool                      Paid               Place       Amount        of               Monthly       and              Insurance
No.                       to:                (Y/N)       ($)           02/01/2005($)    ($)           Description)     (Y/N)
-----------------------   ----------------   ---------   -----------   --------------   -----------   --------------   -----------
<S>                       <C>                <C>         <C>           <C>              <C>           <C>              <C>
                      6   Primary Servicer   Y                    $0               $0       $10,509   NAP              N
                      8   Primary Servicer   Y                    $0               $0        $6,097   NAP              N
                     10   Primary Servicer   N                    $0               $0            $0   NAP              N



















                     11   Primary Servicer   N                    $0               $0            $0   NAP              N
                     17   Primary Servicer   N                    $0               $0            $0   NAP              N












                     20   Primary Servicer   N                    $0               $0            $0   NAP              N




                     38   Primary Servicer   N                    $0               $0            $0   NAP              N


                     42   Primary Servicer   N                    $0               $0            $0   NAP              N































                     46   Primary Servicer   N                    $0               $0            $0   NAP              N



                     79   Primary Servicer   N                    $0               $0            $0   NAP              N


                    195   Primary Servicer   N                    $0               $0            $0   NAP              N
                    202   Primary Servicer   N                    $0               $0            $0   NAP              N

Total/Weighted Average:

<CAPTION>
                                                                                                         %
                          Terms                                                                          of
                          or                                                                             Total
                          Conditions    Interest           Deferred      Deferred                        Recommended
                          for           on                 Maintenance   Maintenance     Deferred        Deferred
                          Springing     Insurance          Escrow        Recommended     Maintenance     Maintenance
Loan                      Insurance     Escrow             in            per             Escrow          Amount
Pool                      Reserve       Paid               Place         Report          Amount          Escrowed
No.                       Requirement   to:                (Y/N)         ($)             ($)             (%)
-----------------------   -----------   ----------------   -----------   -------------   -------------   -----------
<S>                       <C>           <C>                <C>           <C>             <C>             <C>
                      6   NAP           Primary Servicer   N                    $6,000              $0   NAP
                      8   NAP           Primary Servicer   N                    $1,700              $0   NAP
                     10   NAP           Primary Servicer   N                        $0              $0   NAP



















                     11   NAP           Primary Servicer   N                    $4,700              $0   NAP
                     17   NAP           Primary Servicer   N                   $78,232              $0   NAP












                     20   NAP           Primary Servicer   N                        $0              $0   NAP




                     38   NAP           Primary Servicer   N                      $500              $0   NAP


                     42   NAP           Primary Servicer   N                  $291,475              $0   NAP































                     46   NAP           Primary Servicer   N                        $0              $0   NAP



                     79   NAP           Primary Servicer   N                    $5,700              $0   NAP


                    195   NAP           Primary Servicer   N                        $0              $0   NAP
                    202   NAP           Primary Servicer   N                        $0              $0   NAP

Total/Weighted Average:

<CAPTION>



                                                                                                                        Cap
                                                                                                                        Ex
                                                                                                                        Escrow
Loan                      Deferred                                                                                      in
Pool                      Maintenance                                                                                   Place
No.                       Comments                                                                                      (Y/N)
-----------------------   -------------------------------------------------------------------------------------------   ------
<S>                       <C>                                                                                           <C>
                      6   NAP                                                                                           N
                      8   NAP                                                                                           N
                     10   NAP                                                                                           Y



















                     11   NAP                                                                                           N
                     17   An upfront escrow of $1,214,544.96 has been collected to cover the costs to complete          N
                          construction and is inclusive of amounts referenced in the PCA.











                     20   NAP                                                                                           N




                     38   NAP                                                                                           N


                     42   It is recommended by the third party PCA consultant that the roof of the subject              N
                          property be replaced within the next year. The roof is the tenant's responsibility
                          per the lease and the tenant has acknowledged their responsibility in the estoppel.
                          If the roof is not replaced and all work completed by September 1, 2005, Borrower
                          shall deposit with Lender a letter of credit in an amount equal to $342,470.
                          This is 125% of the PCA's estimated costs to complete the roof replacement.

                          Also, the PCA recommended that the sprinkler system be upgraded to obtain the required
                          inspection certificates and that the pavement will need to be patched and sealed. The
                          costs for these repairs were $10,000 and $8,500, respectively. The tenant is also
                          responsible for these repairs. If the tenant doesn't have the work completed by September
                          1, 2005, we will collect an escrow in an amount equal to 125% of the estimated costs
                          ($23,125). The sprinkler system is currently operable.

                          Other immediate repairs included in the PCA are replacing a rooftop HVAC unit at a cost of
                          $6,500 and replacing a sidewalk ramp at a cost of $1,000, both of which are the
                          responsibility of the tenant. Due to the minimal cost to replace the sidewalk ramp, its
                          current functionality, and the tenant's responsibility, we have not escrowed for this.
                          There are 9 HVAC units that serve the warehouse portion of the building and 2 that serve
                          the office portion, which are new. Of the 9 units serving the warehouse portion of the
                          building, 8 of them are operable. Since the HVAC is the tenant's responsibility and the
                          absence of one unit does not affect the overall functionality of the subject, Lender is not
                          requiring an escrow for such. The tenant will replace the warehouse HVAC units as needed.









                     46   NAP                                                                                           N



                     79   NAP                                                                                           N


                    195   NAP                                                                                           Y
                    202   NAP                                                                                           N

Total/Weighted Average:

<CAPTION>

                                                              Annual
                                      Ongoing     Ongoing     Cap             Cap              Springing
                          Initial     Cap         Cap         Ex              Ex               Reserve
                          Cap         Ex          Ex          Reserve         Reserve          Requirement
                          Ex          Escrow      Escrow      Requirement     Cap              for
Loan                      Escrow      -           -           per             ($               Cap
Pool                      Amount      Monthly     Annual      SF/Unit         and              Ex
No.                       ($)         ($)         ($)         ($)             Description)     (Y/N)
-----------------------   ---------   ---------   ---------   -------------   --------------   -----------
<S>                       <C>         <C>         <C>         <C>             <C>              <C>
                      6          $0          $0          $0             NAP   NAP              N
                      8          $0          $0          $0             NAP   NAP              N
                     10          $0      $3,723     $44,678              $0   NAP              N



















                     11          $0          $0          $0             NAP   NAP              N
                     17          $0          $0          $0             NAP   NAP              N












                     20          $0          $0          $0             NAP   NAP              N




                     38          $0          $0          $0             NAP   NAP              N


                     42          $0          $0          $0             NAP   NAP              Y































                     46          $0          $0          $0             NAP   NAP              N



                     79          $0          $0          $0             NAP   NAP              N


                    195     $67,500          $0          $0             NAP   NAP              N
                    202          $0          $0          $0             NAP   NAP              N

Total/Weighted Average:

<CAPTION>
                          Terms                                        Current
                          or                                           Cap
                          Conditions                                   Ex          Interest
                          for                                          Escrow      on
                          Springing                                    Balance     Cap                TI/LC    Initial
                          Cap                                          as          Ex                 Escrow   TI/LC
Loan                      Ex                                           of          Escrow             in       Escrow
Pool                      Reserve                                      2/1/2005    Paid               Place    Amount
No.                       Requirement                                  ($)         to:                (Y/N)    ($)
-----------------------   ------------------------------------------   ---------   ----------------   ------   -------------
<S>                       <C>                                          <C>         <C>                <C>      <C>
                      6   NAP                                                 $0   Primary Servicer   Y        See Footnote
                      8   NAP                                                 $0   Primary Servicer   Y        See Footnote
                     10   NAP                                             $7,448   Primary Servicer   Y             $500,000



















                     11   NAP                                                 $0   Primary Servicer   N                   $0
                     17   NAP                                                 $0   Primary Servicer   N                   $0












                     20   NAP                                                 $0   Primary Servicer   N                   $0




                     38   NAP                                                 $0   Primary Servicer   N                   $0


                     42   In the event the Borrower has not provided          $0   Primary Servicer   N                   $0






















                          evidence to the Lender that the Deferred
                          Maintenance items described in Schedule 1
                          have been completed by September 1, 2005
                          the shall post a Letter of Credit in the
                          amount of $23,125. Also in the event the
                          Borrower has not provided evidence to the
                          Lender that the roof has been replaced by
                          September 1, 2005 the shall post a Letter
                          of Credit in the amount of $342,470.
                     46   NAP                                                 $0   Primary Servicer   Y             $538,011



                     79   NAP                                                 $0   Primary Servicer   Y        $125,000 LOC


                    195   NAP                                            $67,500   Primary Servicer   N                   $0
                    202   NAP                                                 $0   Primary Servicer   N                   $0

Total/Weighted Average:

<CAPTION>



                          Ongoing    Annual     TI/LC                  Springing
                          TI/LC      TI/LC      Reserve                Reserve
                          Escrow     Escrow     Cap                    Requirement
Loan                      -          per        ($                     for
Pool                      Monthly    SF/Unit    and                    TI/LC
No.                       ($)        ($)        Description)           (Y/N)
-----------------------   --------   --------   --------------------   -----------
<S>                       <C>        <C>        <C>                    <C>
                      6         $0   NAP        NAP                    N
                      8         $0   NAP        NAP                    N
                     10     $9,308         $1   Monthly escrow         Y
                                                payments will cease
                                                after the December
                                                2009 payment.
















                     11         $0   NAP        NAP                    N
                     17         $0   NAP        NAP                    Y












                     20         $0   NAP        NAP                    Y




                     38         $0   NAP        NAP                    Y


                     42         $0   NAP        NAP                    Y































                     46         $0   NAP        NAP                    N



                     79         $0   NAP        NAP                    Y


                    195         $0   NAP        NAP                    N
                    202         $0   NAP        NAP                    N

Total/Weighted Average:

<CAPTION>

                          Terms
                          or
                          Conditions
                          for
                          Springing
Loan                      TI/LC
Pool                      Reserve
No.                       Requirement
-----------------------   ----------------------------------------------------------------------------------------
<S>                       <C>
                      6   NAP
                      8   NAP
                     10   Beginning March 1, 2008 the Borrower shall begin monthly escrow payments of
                          $70,000 through February 1, 2009 to reimburse Borrower for the cost of the
                          Tenant Improvements and Leasing Commissions associated with University of
                          Phoenix and the Jacobs Engineering spaces. In the event Jacobs Engineering
                          exercises its 5-year renewal option on or before June 1, 2008, the escrow
                          shall cease as of June 1, 2008, provided the space currently leased to
                          Honeywell is, at that time, leased to a creditworthy lessee(s) (other than
                          Borrower or any person or entity affiliated with Borrower) reasonably
                          acceptable to Lender under lease(s) which are otherwise in form and substance
                          reasonably acceptable to Lender and expires no earlier than October 1, 2010.
                          In the event Jacobs Engineering does not exercise its renewal option on or
                          before June 1, 2008, but University of Phoenix exercises its 5-year renewal on
                          or before April 1, 2009, provided the space currently leased to Honeywell is,
                          at that time, leased to a creditworthy lessee(s) (other than Borrower or any
                          person or entity affiliated with Borrower) reasonably acceptable to Lender
                          under a lease(s) which are otherwise in form and substance reasonably acceptable
                          to Lender that expires no earlier than October 1, 2010, the escrow shall cease.
                          Additionally, in the event that any Extraordinary Rentals are payable to the
                          Borrower under any of the Leases, such Extraordinary Rentals shall be paid
                          directly to the Lender to be used for Tenant Improvements and Leasing Commissions.
                     11   NAP
                     17   In the event Fremont gives notice of their right to terminate their lease ending
                          April 1, 2008 on or prior to July 1, 2007 the Borrower shall begin monthly escrow
                          payments of $44,000.00 beginning July 1, 2007 through April 1, 2008. If however,
                          Fremont does not terminate their lease as described above the Borrower shall begin
                          monthly escrow payments of $33,200.00 beginning January 1, 2009 through December 1,
                          2009. Additionally the Borrower shall begin monthly escrow payments for the
                          University of Phoenix space of $ 46,072.47 beginning December 1, 2010 through
                          November 1, 2011. Additionally, the Borrower shall deposit with Lender a monthly
                          escrow of $.83 per square foot of space lease to any renewal or replacement tenant(s)
                          for the space lease by Freemont or Phoenix or any space which is currently vacant and
                          subsequently leased to any tenant. Such cash deposit will commence 12 months prior to
                          the termination and continue through and including the month in which the termination
                          date occurs.
                     20   Beginning November 1, 2009 the Borrower shall begin monthly escrow payments of $81,000
                          until the entire indebtness is paid in full. If, however, Yum! Brands Inc. exercises
                          their five year renewal option at monthly base rents of no less than $151,441.83 on or
                          before May 31, 2010, the monthly escrow shall be discontinued and the escrow balance
                          disbursed to the Borrower.
                     38   In the event Tree of Life, Inc. does not extend its lease by April 1, 2011 for a five
                          year term according to the terms defined in the loan documents, the Borrower shall begin
                          monthly escrow payments of $62,000.00 beginning April 1, 2011.
                     42   Beginning September 1, 2010 the Borrower shall begin monthly escrow payments of $25,000
                          through August 1, 2012. However, in the event Robert Mondavi Coporate vacates the
                          premise in its entirety the Borrower shall post a $600,000 Letter of credit immediately
                          or begin the $25,000 monthly escrow payments to be capped at $600,000.




























                     46   NAP



                     79   Beginning February 1, 2006 the Borrower shall either post a $75,000 cash or a letter of
                          credit or begin monthly escrow payments of $2,860 beginning February 1, 2006 capped at
                          $75,000.00
                    195   NAP
                    202   NAP

Total/Weighted Average:

<CAPTION>

                                                                             Current
                          Current                                            Environmental
                          TI/LC           Interest                           Escrow                              Ongoing
                          Balance         on                 Environmental   Balance           Initial           Environmental
                          as              TI/LC              Escrow          as                Environmental     Escrow
Loan                      of              Escrow             in              of                Escrow            -
Pool                      2/1/2005        Paid               Place           2/1/2005          Amount            Monthly
No.                       ($)             to:                (Y/N)           ($)               ($)               ($)
-----------------------   -------------   ----------------   -------------   ---------------   ---------------   ---------------
<S>                       <C>             <C>                <C>             <C>               <C>               <C>
                      6              $0   Primary Servicer   N                            $0                $0                $0
                      8              $0   Primary Servicer   N                            $0                $0                $0
                     10        $519,216   Primary Servicer   N                            $0                $0                $0



















                     11              $0   Primary Servicer   N                            $0                $0                $0
                     17              $0   Primary Servicer   N                            $0                $0                $0












                     20              $0   Primary Servicer   N                            $0                $0                $0




                     38              $0   Primary Servicer   N                            $0                $0                $0


                     42              $0   Primary Servicer   N                            $0                $0                $0































                     46        $201,890   Primary Servicer   N                            $0                $0                $0



                     79   $125,000 LOC    Primary Servicer   N                            $0                $0                $0


                    195              $0   Primary Servicer   N                            $0                $0                $0
                    202              $0   Primary Servicer   N                            $0                $0                $0

Total/Weighted Average:

<CAPTION>

                                                            Terms
                                                            or
                          Environmental     Springing       Conditions      Interest
                          Reserve           Reserve         for             on                 Other
                          Cap               Requirement     Springing       Environmental      Escrows
Loan                      ($                for             Environmental   Escrow             in
Pool                      and               Environmental   Reserve         Paid               Place
No.                       Description)      (Y/N)           Requirement     to:                (Y/N)
-----------------------   ---------------   -------------   -------------   ----------------   -------
<S>                       <C>               <C>             <C>             <C>                <C>
                      6   NAP               N               NAP             Primary Servicer   N
                      8   NAP               N               NAP             Primary Servicer   N
                     10   NAP               N               NAP             Primary Servicer   N



















                     11   NAP               N               NAP             Primary Servicer   N
                     17   NAP               N               NAP             Primary Servicer   Y












                     20   NAP               N               NAP             Primary Servicer   N




                     38   NAP               N               NAP             Primary Servicer   N


                     42   NAP               N               NAP             Primary Servicer   N































                     46   NAP               N               NAP             Primary Servicer   N



                     79   NAP               N               NAP             Primary Servicer   N


                    195   NAP               N               NAP             Primary Servicer   Y
                    202   NAP               N               NAP             Primary Servicer   N

Total/Weighted Average:

<CAPTION>

                                                                               Current
                                                                               Other
                                                                               Escrow       Ongoing     Other
                                                                  Initial      Balance      Other       Reserve          Other
                          Description                             Other        as           Escrow      Cap              Springing
Loan                      of                                      Escrow       of           -           ($               Reserve
Pool                      "Other"                                 Amount       2/1/2005     Monthly     and              Requirement
No.                       Escrows                                 ($)          ($)          ($)         Description)     (Y/N)
-----------------------   -------------------------------------   ----------   ----------   ---------   --------------   -----------
<S>                       <C>                                     <C>          <C>          <C>         <C>              <C>
                      6   NAP                                             $0           $0          $0   NAP              N
                      8   NAP                                             $0           $0          $0   NAP              N
                     10   NAP                                             $0           $0          $0   NAP              N



















                     11   NAP                                             $0           $0          $0   NAP              N
                     17   Construction Completion and Free Rent   $1,954,078   $1,954,078          $0   NAP              N












                     20   NAP                                             $0           $0          $0   NAP              N




                     38   NAP                                             $0           $0          $0   NAP              N


                     42   NAP                                             $0           $0          $0   NAP              N































                     46   NAP                                             $0           $0          $0   NAP              Y



                     79   NAP                                             $0           $0          $0   NAP              N


                    195   Occupancy & Insurance Funds               $133,340     $133,340          $0   NAP              N
                    202   NAP                                             $0           $0          $0   NAP              N

Total/Weighted Average:

<CAPTION>


                          Terms
                          or                                              Interest
                          Conditions                                      on
                          for                                             Other                                        Future
Loan                      Other                                           Escrow             Springing                 Payment
Pool                      Reserve                                         Paid               Escrow      Springing     Changes
No.                       Requirement                                     to:                (Y/N)       Escrow        (Y/N)
-----------------------   ---------------------------------------------   ----------------   ---------   -----------   -------
<S>                       <C>                                             <C>                <C>         <C>           <C>
                      6   NAP                                             Primary Servicer   N           NAP           N
                      8   NAP                                             Primary Servicer   N           NAP           N
                     10   NAP                                             Primary Servicer   Y           TILC          N



















                     11   NAP                                             Primary Servicer   N           NAP           N
                     17   NAP                                             Primary Servicer   Y           TILC          N












                     20   NAP                                             Primary Servicer   Y           TILC          N




                     38   NAP                                             Primary Servicer   Y           TILC          N


                     42   NAP                                             Primary Servicer   Y           TILC,Cap Ex   N































                     46   In the event Mars Super Markets, Inc.           Primary Servicer   Y           Other         N
                          reports negative earnings for two
                          consecutive years, Borrower shall post
                          a Letter of Credit in the amount of $215,000.
                     79   NAP                                             Primary Servicer   Y           TILC          N


                    195   NAP                                             Primary Servicer   N           NAP           N
                    202   NAP                                             Primary Servicer   N           NAP           N

Total/Weighted Average:

<CAPTION>
                                             Debt
                                             Service   Debt
                                             Payment   Service
                                             Grace     Grace
                                             Period    Period
                                             to        to
Loan                                         Impose    Call
Pool                      Payment     Due    Late      a
No.                       Frequency   Date   Charge    Default
-----------------------   ---------   ----   -------   -------------------------------------------------------------
<S>                       <C>         <C>    <C>       <C>
                      6   Monthly        1         0                                                               5
                      8   Monthly        1         0                                                               5
                     10   Monthly        1         0                                                               5



















                     11   Monthly        1         0                                                               5
                     17   Monthly        3         0                                                               5












                     20   Monthly        1         0                                                               5




                     38   Monthly        1         0   5 days after written notice with a maxium notice required
                                                       of 2 per year or 7 for the loan term unless 2 are consecutive
                                                       thereafter default occurs without notice.
                     42   Monthly        3         0                                                               5































                     46   Monthly        1         0                                                               5



                     79   Monthly        1         0                                                               5


                    195   Monthly        1         0                                                               5
                    202   Monthly        1         0                                                               5

Total/Weighted Average:

<CAPTION>

                                                                                                    Balloon
                                                                                                    Payment
                                                                                                    Grace
                                                                                                    Period
                                                                                                    to
Loan                      Default                                                                   Impose
Pool                      Interest                                                                  Late
No.                       %                                                                         Charge
-----------------------   -----------------------------------------------------------------------   -------
<S>                       <C>                                                                       <C>
                      6   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0
                      8   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0
                     10   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0



















                     11   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0
                     17   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0












                     20   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0




                     38   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0


                     42   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0































                     46   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0



                     79   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0


                    195   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0
                    202   Lesser of 4% plus the current note rate or maximum rate allowed by law.         0

Total/Weighted Average:

<CAPTION>

                          Balloon
                          Payment
                          Grace
                          Period
                          to
Loan                      Call                                       Assumption
Pool                      a                                          Provision    Assumption/
No.                       Default                                    (Y/N)        Fee
-----------------------   ----------------------------------------   ----------   ---------------------------------------------
<S>                       <C>                                        <C>          <C>
                      6                                          5   Y            Unlimited Times at Greater of .5% or $15,000
                      8                                          5   Y            Unlimited Times at Greater of .5% or $15,000
                     10                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000



















                     11                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000
                     17                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000












                     20                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000




                     38   5 days after written notice unless         Y            Unlimited Times at Greater of 1.0% or $15,000
                          maxium notice requirements have been met
                          then default occurs without notice.
                     42                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000































                     46                                          5   Y            2 Times at Greater of 1.0% or $15,000



                     79                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000


                    195                                          5   Y            Unlimited Times at Greater of 1.0% or $12,000
                    202                                          5   Y            Unlimited Times at Greater of 1.0% or $15,000

Total/Weighted Average:

<CAPTION>



                          Earthquake
                          Zone
                          3
Loan                      or                  Earthquake   Hurricane   Hurricane   Flood   Flood       Environmental
Pool                      4            PML    Insurance    Zone        Insurance   Zone    Insurance   Insurance       SAE     SPE
No.                       (Y/N)        %      (Y/N)        (Y/N)       (Y/N)       (Y/N)   (Y/N)       (Y/N)           (Y/N)   (Y/N)
-----------------------   ----------   ----   ----------   ---------   ---------   -----   ---------   -------------   -----   -----
<S>                       <C>          <C>    <C>          <C>         <C>         <C>     <C>         <C>             <C>     <C>
                      6   N            NAP    Y            N           Y           UAV     Y           N               Y       Y
                      8   N            NAP    Y            N           Y           UAV     Y           N               Y       Y
                     10   N            NAP    N            N           N           UAV     N           N               Y       Y



















                     11   N            NAP    Y            Y           Y           Y       Y           N               Y       Y
                     17   Y            12.0%  N            N           N           UAV     N           N               Y       Y












                     20   N            NAP    Y            N           N           UAV     Y           N               Y       Y




                     38   N            NAP    Y            N           N           UAV     Y           N               Y       Y


                     42   Y            22.0%  Y            N           N           UAV     N           N               Y       Y































                     46   N            NAP    Y            N           N           UAV     Y           N               Y       Y



                     79   N            NAP    N            N           N           UAV     N           N               Y       Y


                    195   N            NAP    N            N           N           UAV     N           N               Y       Y
                    202   N            NAP    N            Y           Y           UAV     N           N               Y       Y

Total/Weighted Average:

<CAPTION>


                                                                                       Current
                                                                        Current        Additional
                                                                        Additional     Financing    Description   Standstill
                                                                        Financing      Secured      of            Agreement
Loan                      Non-Consolidation   Independent   Revocable   in             by           Current       in
Pool                      Opinion             Director      Trust       Place          Property     Additional    Place
No.                       (Y/N)               (Y/N)         (Y/N)       (Y/N/Silent)   (Y/N)        Financing     (Y/N)
-----------------------   -----------------   -----------   ---------   ------------   ----------   -----------   ----------
<S>                       <C>                 <C>           <C>         <C>            <C>          <C>           <C>
                      6   Y                   Y             UAV         N              N            NAP           N
                      8   Y                   Y             UAV         N              N            NAP           N
                     10   N                   N             UAV         N              N            NAP           N



















                     11   N                   N             UAV         N              N            NAP           N
                     17   N                   N             UAV         N              N            NAP           N












                     20   N                   N             UAV         N              N            NAP           N




                     38   N                   N             UAV         N              N            NAP           N


                     42   N                   N             UAV         N              N            NAP           N































                     46   N                   N             UAV         N              N            NAP           N



                     79   N                   N             UAV         N              N            NAP           N


                    195   N                   N             UAV         N              N            NAP           N
                    202   N                   N             UAV         N              N            NAP           N

Total/Weighted Average:

<CAPTION>


                                         Future
                          Additional     Additional
                          Financing      Financing    Description                                No.                     No.
                          Permitted      Secured      of                         Sec.            of      Sec.            of
Loan                      In             by           Future        Number       8               Sec.    42              Sec.
Pool                      Future         Property     Additional    Times        (Multifamily)   8       (Multifamily)   42
No.                       (Y/N/Silent)   (Y/N)        Financing     Delinquent   (Y/N)           Units   (Y/N)           Units
-----------------------   ------------   ----------   -----------   ----------   -------------   -----   -------------   -----
<S>                       <C>            <C>          <C>           <C>          <C>             <C>     <C>             <C>
                      6   N              N            NAP                    0   N               NAP     N               NAP
                      8   N              N            NAP                    0   N               NAP     N               NAP
                     10   N              N            NAP                    0   N               NAP     N               NAP



















                     11   N              N            NAP                    0   N               NAP     N               NAP
                     17   N              N            NAP                    0   N               NAP     N               NAP












                     20   N              N            NAP                    0   N               NAP     N               NAP




                     38   N              N            NAP                    0   N               NAP     N               NAP


                     42   N              N            NAP                    0   N               NAP     N               NAP































                     46   N              N            NAP                    0   N               NAP     N               NAP



                     79   N              N            NAP                    0   N               NAP     N               NAP


                    195   N              N            NAP                    0   N               NAP     N               NAP
                    202   N              N            NAP                    0   N               NAP     N               NAP

Total/Weighted Average:

<CAPTION>



                                                     Partial
                                                     Collateral    Outparcel   Outparcel
                          Partial      Partial       Release       or          or
Loan                      Collateral   Collateral    Prepayment    Other       Other         Substitution   Substitution
Pool                      Release      Release       Penalty       Release     Release       Allowed        Provision
No.                       (Y/N)        Description   Description   (Y/N)       Description   (Y/N)          Description
-----------------------   ----------   -----------   -----------   ---------   -----------   ------------   ------------
<S>                       <C>          <C>           <C>           <C>         <C>           <C>            <C>
                      6   N            NAP           NAP           N           NAP           N              NAP
                      8   N            NAP           NAP           N           NAP           N              NAP
                     10   N            NAP           NAP           N           NAP           N              NAP



















                     11   N            NAP           NAP           N           NAP           N              NAP
                     17   N            NAP           NAP           N           NAP           N              NAP












                     20   N            NAP           NAP           N           NAP           N              NAP




                     38   N            NAP           NAP           N           NAP           N              NAP


                     42   N            NAP           NAP           N           NAP           N              NAP































                     46   N            NAP           NAP           N           NAP           N              NAP



                     79   N            NAP           NAP           N           NAP           N              NAP


                    195   N            NAP           NAP           N           NAP           N              NAP
                    202   N            NAP           NAP           N           NAP           N              NAP

Total/Weighted Average:

<CAPTION>
                          Voluntary
                          Partial
                          Prepayment
                          Permitted
                          (Y/N)
                          (escrows,
Loan                      LOCs,        Partial
Pool                      other,       Prepayment
No.                       etc.)        Description
-----------------------   ----------   -----------
<S>                       <C>          <C>
                      6   N            NAP
                      8   N            NAP
                     10   N            NAP



















                     11   N            NAP
                     17   N            NAP












                     20   N            NAP




                     38   N            NAP


                     42   N            NAP































                     46   N            NAP



                     79   N            NAP


                    195   N            NAP
                    202   N            NAP

Total/Weighted Average:

<CAPTION>



                          Day
                          Prepayment
                          Allowed
Loan                      (plus
Pool                      accrued
No.                       interest?)                                                                               Seasoning   LO
-----------------------   --------------------------------------------------------------------------------------   ---------   --
<S>                       <C>                                                                                      <C>         <C>
                      6   First 5 days of the month; any other day with payment of interest to next P&I due date           1   25
                      8   First 5 days of the month; any other day with payment of interest to next P&I due date           0   24
                     10   First 5 days of the month; any other day with payment of interest to next P&I due date           3   27



















                     11   First 5 days of the month; any other day with payment of interest to next P&I due date           0   24
                     17   First 5 days of the month; any other day with payment of interest to next P&I due date           0   24












                     20   First 5 days of the month; any other day with payment of interest to next P&I due date           1   25




                     38   First 5 days of the month; any other day with payment of interest to next P&I due date           4   28


                     42   First 5 days of the month; any other day with payment of interest to next P&I due date           1   25































                     46   First 5 days of the month; any other day with payment of interest to next P&I due date           1   25



                     79   First 5 days of the month; any other day with payment of interest to next P&I due date           1    0


                    195   First 5 days of the month; any other day with payment of interest to next P&I due date           0   24
                    202   First 5 days of the month; any other day with payment of interest to next P&I due date           1   25

Total/Weighted Average:

<CAPTION>






Loan                      LO
Pool                      End
No.                       Date         DEF   DEF+1   DEF/YM1   YM   YM1   YM2    6.00%   5.00%   4.80%   4.00%   3.60%   3.00%
-----------------------   ----------   ---   -----   -------   --   ---   ---   -----   -----   -----   -----   -----   -----
<S>                       <C>          <C>   <C>     <C>       <C>  <C>   <C>   <C>     <C>     <C>     <C>     <C>     <C>
                      6   05/31/2013    75
                      8   12/31/2009    34
                     10   10/31/2010    44



















                     11   02/28/2007                                 32
                     17   11/02/2014    92












                     20   09/30/2011    55




                     38   02/28/2007                                 64


                     42   10/02/2014    91































                     46   09/30/2014    91



                     79   NAP                                        80


                    195   02/28/2007                                 32
                    202   09/30/2011    55

Total/Weighted Average:

<CAPTION>






Loan                                                                        Primary    Correspondent/   Master     Trustee
Pool                                                             YM         Servicer   Subservicer      Servicer   Annual
No.                        2.40%   2.00%   1.20%   1.00%  Open   Formulas   Fee        Fee              Fee        Fee
-----------------------   -----   -----   -----   -----   ----   --------   --------   --------------   --------   -------
<S>                       <C>     <C>     <C>     <C>     <C>    <C>        <C>        <C>              <C>        <C>
                      6                                      3
                      8                                      2
                     10                                     13



















                     11                                      4
                     17                                      4












                     20                                      4




                     38                                      4


                     42                                      4































                     46                                      4



                     79                                      4


                    195                                      4
                    202                                      4

Total/Weighted Average:

<CAPTION>



                                           Cooperative
                                           Value
                                           as                                                             Cutoff
Loan                      Administrative   a                                                              LTV
Pool                      Cost             Rental        Unsold    Sponsor   Investor   Coop    Sponsor   as       Coop
No.                       Rate             Property      Percent   Units     Units      Units   Carry     Rental   Sponsor/Investor
-----------------------   --------------   -----------   -------   -------   --------   -----   -------   ------   ----------------
<S>                       <C>              <C>           <C>       <C>       <C>        <C>     <C>       <C>      <C>
                      6                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP
                      8                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP
                     10                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP



















                     11                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP
                     17                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP












                     20                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP




                     38                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP


                     42                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP































                     46                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP



                     79                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP


                    195                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP
                    202                    NAP           NAP       NAP       NAP        NAP     NAP       NAP      NAP

Total/Weighted Average:
</TABLE>

<PAGE>

                                   SCHEDULE IV

                                MM LOAN SCHEDULE

<PAGE>

                                   SCHEDULE V

                             NCB, FSB LOAN SCHEDULE

<PAGE>

                                   SCHEDULE VI

                               WAMU LOAN SCHEDULE

<PAGE>

                                  SCHEDULE VII

                               UCMFI LOAN SCHEDULE

<PAGE>

                                  SCHEDULE VIII



                               TIAA LOAN SCHEDULE

<PAGE>

                                   SCHEDULE IX

             LIST OF ESCROW ACCOUNTS NOT CURRENTLY ELIGIBLE ACCOUNTS
                                (Section 8.3(e))


Morgan Stanley Mortgage Capital Inc.: [none]
------------------------------------

IXIS REAL ESTATE CAPITAL INC. : [none]
----------------------------

Union Central Mortgage Funding, Inc.: [none]
------------------------------------

Principal Commercial Funding, LLC:  [none]
----------------------------------

Washington Mutual Bank, FA: [none]
---------------------------

Massachusetts Mutual Life Insurance Company: [none]
--------------------------------------------

NSB, FSB: [none]
---------

Teachers Insurance and Annuity Association of America: [none]
------------------------------------------------------

<PAGE>

                                   SCHEDULE X

                   CERTAIN ESCROW ACCOUNTS FOR WHICH A REPORT
                        UNDER SECTION 5.1(g) IS REQUIRED
                                     o_____

Morgan Stanley Mortgage Capital Inc.: [none]
-------------------------------------

IXIS REAL ESTATE CAPITAL INC.:  [none]
------------------------------

Union Central Mortgage Funding, Inc.:
-------------------------------------
Ridge Crossing (Loan # 204169); and
Branchville Warehouse (Loan # 204214);

Principal Commercial Funding, LLC:
----------------------------------
University Plaza Office Building (Loan # 754119)

Washington Mutual Bank, FA:  [none]
---------------------------

Massachusetts Mutual Life Insurance Company: [none]
--------------------------------------------

NSB, FSB:  [none]
---------

Teachers Insurance and Annuity Association of America:
------------------------------------------------------
Burbank Medical Plaza

<PAGE>

                                   SCHEDULE XI

   LIST OF MORTGAGORS THAT ARE THIRD-PARTY BENEFICIARIES UNDER SECTION 2.3(a)

Morgan Stanley Mortgage Capital Inc.:  [none]
-------------------------------------

IXIS REAL ESTATE CAPITAL INC.:  [none]
------------------------------

Union Central Mortgage Funding, Inc.:  [none]
-------------------------------------

Principal Commercial Funding, LLC:  [none]
----------------------------------

Washington Mutual Bank, FA:  [none]
---------------------------

Massachusetts Mutual Life Insurance Company:
--------------------------------------------
Martin Landing Apartments Phase II;
Martin Landing Apartments Phase I

NSB, FSB:  [none]
---------

Teachers Insurance and Annuity Association of America:  [none]
------------------------------------------------------

<PAGE>

                                  SCHEDULE XII

                                    Reserved

<PAGE>

                                  SCHEDULE XIII

                                EARN-OUT RESERVES


Morgan Stanley Mortgage Capital Inc.:  [none]
-------------------------------------

IXIS REAL ESTATE CAPITAL INC. :  [none]
-------------------------------

Union Central Mortgage Funding, Inc.:  [none]
-------------------------------------

Principal Commercial Funding, LLC:  [none]
----------------------------------

Washington Mutual Bank, FA:  [none]
---------------------------

Massachusetts Mutual Life Insurance Company:  [none]
--------------------------------------------

NSB, FSB:  [none]
---------

Teachers Insurance and Annuity Association of America:  [none]
------------------------------------------------------

<PAGE>

                                  SCHEDULE XIV

    LIST OF MORTGAGE LOANS FOR WHICH A SCHEDULED PAYMENT IS DUE AFTER THE END
                             OF A COLLECTION PERIOD


Morgan Stanley Mortgage Capital Inc.:  [none]
-------------------------------------

IXIS REAL ESTATE CAPITAL INC. :  [none]
-------------------------------

Union Central Mortgage Funding, Inc.:  [none]
-------------------------------------

Principal Commercial Funding, LLC:  [none]
----------------------------------

Washington Mutual Bank, FA:  [none]
---------------------------

Massachusetts Mutual Life Insurance Company:
--------------------------------------------
Windermere II Apartments;
Windermere Apartments;
Willow Creek Apartments;
Westcreek Townhomes;
Westchester Apartments;
The Club at Woodchase;
Silver Pines Senior Apartments;
Plum Creek Apartments;
Pine Valley Apartments;
Parkview Apartments;
Parker Place Apartments;
Park Grand;
Park at Clear Creek;
Martin Landing Apartments Phase II;
Martin Landing Apartments Phase I;
Las Villas Apartments;
Las Lomas Apartments;
Kimberly Park Apartments;
Hillview Apartments;
Foxridge Apartments;
Forest Ridge Apartments;
El Patrimonio Apartments;
Culpepper Landing II;
Culpepper Landing;
Crestview Apartments;
Crescent Pointe Ltp;
College Glen Apartments;
Briar Ridge;
Autumn Ridge Apartments;
Aspenwood Glen Apartments;
Prospect Hills Apartments

NSB, FSB:  [none]
---------

Teachers Insurance and Annuity Association of America:  [none]
------------------------------------------------------

<PAGE>

                                   SCHEDULE XV

    LIST OF MORTGAGE LOANS THAT PERMIT VOLUNTARY PRINCIPAL PREPAYMENT WITHOUT
                       PAYMENT OF A FULL MONTH'S INTEREST

Morgan Stanley Mortgage Capital Inc.: [none]
-------------------------------------

IXIS REAL ESTATE CAPITAL INC.:  [none]
------------------------------

Union Central Mortgage Funding, Inc.:  [none]
-------------------------------------

Principal Commercial Funding, LLC:  [none]
----------------------------------

Washington Mutual Bank, FA:  [none]
---------------------------

Massachusetts Mutual Life Insurance Company:  [none]
--------------------------------------------

NSB, FSB:  [none]
---------

Teachers Insurance and Annuity Association of America:  [none]
------------------------------------------------------

<PAGE>

                                  SCHEDULE XVI

    RATES USED IN DETERMINATION OF CLASS X-1 AND CLASS X-2 PASS-THROUGH RATES

    2/15/2005    0.0000000                   10/15/2006    5.8144700
    3/15/2005    5.5707800                   11/15/2006    5.9383800
    4/15/2005    5.9412000                   12/15/2006    5.8140900
    5/15/2005    5.8175000                    1/15/2007    5.8139100
    6/15/2005    5.9409200                    2/15/2007    5.8137300
    7/15/2005    5.8171700                    3/15/2007    5.8137800
    8/15/2005    5.9406500                    4/15/2007    5.9377000
    9/15/2005    5.9405000                    5/15/2007    5.8132600
   10/15/2005    5.8166500                    6/15/2007    5.9374300
   11/15/2005    5.9402200                    7/15/2007    5.8129100
   12/15/2005    5.8163000                    8/15/2007    5.9371600
    1/15/2006    5.8161300                    9/15/2007    5.9370100
    2/15/2006    5.8159500                   10/15/2007    5.8123800
    3/15/2006    5.8159500                   11/15/2007    5.9367200
    4/15/2006    5.9394900                   12/15/2007    5.8120100
    5/15/2006    5.8154200                    1/15/2008    5.9364300
    6/15/2006    5.9391800                    2/15/2008    5.8116400
    7/15/2006    5.8150500                    3/15/2008    5.8115300
    8/15/2006    5.9388700                    4/15/2008    5.9359900
    9/15/2006    5.9387000                    5/15/2008    5.8110800
    6/15/2008    5.9356700                    5/15/2010    5.8735000
    7/15/2008    5.8106800                    6/15/2010    5.9982100
    8/15/2008    5.9353500                    7/15/2010    5.8731000
    9/15/2008    5.9351900                    8/15/2010    5.9978900
   10/15/2008    5.8100700                    9/15/2010    5.9977200
   11/15/2008    5.9348500                   10/15/2010    5.8724700
   12/15/2008    5.8096500                   11/15/2010    5.9973900
    1/15/2009    5.8094500                   12/15/2010    5.8727200
    2/15/2009    5.8092400                    1/15/2011    5.8725100
    3/15/2009    5.8093600                    2/15/2011    5.8722800
    4/15/2009    5.9340200                    3/15/2011    5.8724400
    5/15/2009    5.8086400                    4/15/2011    5.9970100
    6/15/2009    5.9336700                    5/15/2011    5.8716300
    7/15/2009    5.8082200                    6/15/2011    5.9966400
    8/15/2009    5.9333000                    7/15/2011    5.8711600
    9/15/2009    5.9331100                    8/15/2011    5.9962600
   10/15/2009    5.8075400                    9/15/2011    5.9960600
   11/15/2009    5.9327300                   10/15/2011    5.8704300
   12/15/2009    5.8070900                   11/15/2011    6.0006600
    1/15/2010    5.8107800                   12/15/2011    5.8771400
    2/15/2010    5.8152500                    1/15/2012    6.0777700
    3/15/2010    5.8824800                    2/15/2012    5.9693000
    4/15/2010    5.9985200

<PAGE>

                                  SCHEDULE XVII


                      CLASS A-AB PLANNED PRINCIPAL BALANCE

    2/15/2005      $43,800,000.00             8/15/2009      $43,800,000.00
    3/15/2005      $43,800,000.00             9/15/2009      $43,800,000.00
    4/15/2005      $43,800,000.00            10/15/2009      $43,800,000.00
    5/15/2005      $43,800,000.00            11/15/2009      $43,800,000.00
    6/15/2005      $43,800,000.00            12/15/2009      $43,800,000.00
    7/15/2005      $43,800,000.00             1/15/2010      $43,800,000.00
    8/15/2005      $43,800,000.00             2/15/2010      $43,772,351.95
    9/15/2005      $43,800,000.00             3/15/2010      $42,165,000.00
   10/15/2005      $43,800,000.00             4/15/2010      $40,808,000.00
   11/15/2005      $43,800,000.00             5/15/2010      $39,359,000.00
   12/15/2005      $43,800,000.00             6/15/2010      $37,988,000.00
    1/15/2006      $43,800,000.00             7/15/2010      $36,526,000.00
    2/15/2006      $43,800,000.00             8/15/2010      $35,141,000.00
    3/15/2006      $43,800,000.00             9/15/2010      $33,750,000.00
    4/15/2006      $43,800,000.00            10/15/2010      $32,268,000.00
    5/15/2006      $43,800,000.00            11/15/2010      $30,863,000.00
    6/15/2006      $43,800,000.00            12/15/2010      $29,367,000.00
    7/15/2006      $43,800,000.00             1/15/2011      $27,948,000.00
    8/15/2006      $43,800,000.00             2/15/2011      $26,522,000.00
    9/15/2006      $43,800,000.00             3/15/2011      $24,838,000.00
   10/15/2006      $43,800,000.00             4/15/2011      $23,397,000.00
   11/15/2006      $43,800,000.00             5/15/2011      $21,866,000.00
   12/15/2006      $43,800,000.00             6/15/2011      $20,411,000.00
    1/15/2007      $43,800,000.00             7/15/2011      $18,865,000.00
    2/15/2007      $43,800,000.00             8/15/2011      $17,396,000.00
    3/15/2007      $43,800,000.00             9/15/2011      $15,919,000.00
    4/15/2007      $43,800,000.00            10/15/2011      $15,719,094.00
    5/15/2007      $43,800,000.00            11/15/2011      $15,519,094.00
    6/15/2007      $43,800,000.00            12/15/2011      $15,319,094.00
    7/15/2007      $43,800,000.00             1/15/2012      $15,119,094.00
    8/15/2007      $43,800,000.00             2/15/2012      $14,919,094.00
    9/15/2007      $43,800,000.00             3/15/2012      $14,719,094.00
   10/15/2007      $43,800,000.00             4/15/2012      $14,519,094.00
   11/15/2007      $43,800,000.00             5/15/2012      $14,319,094.00
   12/15/2007      $43,800,000.00             6/15/2012      $14,119,094.00
    1/15/2008      $43,800,000.00             7/15/2012      $13,873,598.93
    2/15/2008      $43,800,000.00             8/15/2012      $12,626,383.00
    3/15/2008      $43,800,000.00             9/15/2012      $11,373,000.00
    4/15/2008      $43,800,000.00            10/15/2012      $11,173,000.00
    5/15/2008      $43,800,000.00            11/15/2012      $10,973,000.00
    6/15/2008      $43,800,000.00            12/15/2012      $10,773,000.00
    7/15/2008      $43,800,000.00             1/15/2013      $10,573,000.00
    8/15/2008      $43,800,000.00             2/15/2013      $10,373,000.00
    9/15/2008      $43,800,000.00             3/15/2013      $10,173,000.00
   10/15/2008      $43,800,000.00             4/15/2013       $9,973,000.00
   11/15/2008      $43,800,000.00             5/15/2013       $9,773,000.00
   12/15/2008      $43,800,000.00             6/15/2013       $9,573,000.00
    1/15/2009      $43,800,000.00             7/15/2013       $9,373,000.00
    2/15/2009      $43,800,000.00             8/15/2013       $9,056,150.00
    3/15/2009      $43,800,000.00             9/15/2013       $7,739,000.00
    4/15/2009      $43,800,000.00            10/15/2013       $6,361,000.00
    5/15/2009      $43,800,000.00            11/15/2013       $5,031,000.00
    6/15/2009      $43,800,000.00            12/15/2013       $3,639,000.00
    7/15/2009      $43,800,000.00             1/15/2014       $2,296,000.00
    2/15/2014         $997,000.00             3/15/2014               $0.00