<PAGE>

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


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                             LENNAR PARTNERS, INC.,
                              as Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,


                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                   as Paying Agent and Certificate Registrar,


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


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

                              AMENDED AND RESTATED

                         POOLING AND SERVICING AGREEMENT

                           Dated as of April 26, 2000
                    ----------------------------------------

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2000-LIFE1


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




<PAGE>


<TABLE>
<CAPTION>
                                                         TABLE OF CONTENTS
                                                                                                               Page

                                                             ARTICLE I
<S>                 <C>                                                                                        <C>
                    DEFINITIONS...................................................................................5

Section 1.1         Definitions...................................................................................5
Section 1.2         Calculations Respecting Mortgage Loans.......................................................51
Section 1.3         Calculations Respecting Accrued Interest.....................................................52
Section 1.4         Interpretation...............................................................................52

                                                             ARTICLE II

                                                         DECLARATION OF TRUST;
                    ISSUANCES OF CERTIFICATES....................................................................53

Section 2.1         Conveyance of Mortgage Loans.................................................................53
Section 2.2         Acceptance by Trustee........................................................................55
Section 2.3         Sellers' Repurchase of Mortgage Loans for Document Defects and Breaches of
                    Representations and Warranties...............................................................57
Section 2.4         Representations and Warranties...............................................................60
Section 2.5         Conveyance of Interests......................................................................61

                                                             ARTICLE III

                    THE CERTIFICATES.............................................................................61

Section 3.1         The Certificates.............................................................................61
Section 3.2         Registration.................................................................................62
Section 3.3         Transfer and Exchange of Certificates........................................................62
Section 3.4         Mutilated, Destroyed, Lost or Stolen Certificates............................................68
Section 3.5         Persons Deemed Owners........................................................................68
Section 3.6         Access to List of Certificateholders' Names and Addresses....................................69
Section 3.7         Book-Entry Certificates......................................................................69
Section 3.8         Notices to Clearing Agency...................................................................72
Section 3.9         Definitive Certificates......................................................................72

                                                             ARTICLE IV

                    ADVANCES.....................................................................................73

Section 4.1         P&I Advances by Master Servicer..............................................................73
Section 4.2         Servicing Advances...........................................................................74
Section 4.3         Advances by the Trustee and the Fiscal Agent.................................................74
Section 4.4         Evidence of Nonrecoverability................................................................75

-i-
<PAGE>

Section 4.5         Interest on Advances; Calculation of Outstanding Advances with Respect to a Mortgage
                    Loan.........................................................................................76
Section 4.6         Reimbursement of Advances and Advance Interest...............................................76
Section 4.7         Fiscal Agent Termination Event...............................................................77
Section 4.8         Procedure Upon Termination Event.............................................................78
Section 4.9         Merger or Consolidation of Fiscal Agent......................................................78
Section 4.10        Limitation on Liability of the Fiscal Agent and Others.......................................79
Section 4.11        Indemnification of Fiscal Agent..............................................................79

                                                   ARTICLE V

                    ADMINISTRATION OF THE TRUST..................................................................80

Section 5.1         Collections..................................................................................80
Section 5.2         Application of Funds in the Certificate Account and Interest Reserve Account.................83
Section 5.3         Distribution Account and Reserve Account.....................................................85
Section 5.4         Paying Agent Reports.........................................................................86
Section 5.5         Paying Agent Tax Reports.....................................................................89

                                                   ARTICLE VI

                    DISTRIBUTIONS................................................................................89

Section 6.1         Distributions Generally......................................................................89
Section 6.2         REMIC I......................................................................................90
Section 6.3         REMIC II.....................................................................................91
Section 6.4         REMIC III....................................................................................95
Section 6.5         REMIC IV....................................................................................100
Section 6.6         Allocation of Realized Losses, Expense Losses and Shortfalls Due to
                    Nonrecoverability...........................................................................104
Section 6.7         Net Aggregate Prepayment Interest Shortfalls................................................107
Section 6.8         Adjustment of Servicing Fees................................................................107
Section 6.9         Appraisal Reductions........................................................................108
Section 6.10        Compliance with Withholding Requirements....................................................108
Section 6.11        Prepayment Premiums.........................................................................108

                                                 ARTICLE VII

                    CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT...............................109

Section 7.1         Duties of the Trustee, the Fiscal Agent and the Paying Agent................................109
Section 7.2         Certain Matters Affecting the Trustee, the Fiscal Agent and the Paying Agent................111
Section 7.3         The Trustee, the Fiscal Agent and the Paying Agent Not Liable for Certificates or
                    Interests or Mortgage Loans.................................................................113


                                                    -ii-
<PAGE>

Section 7.4         The Trustee, the Fiscal Agent and the Paying Agent May Own Certificates.....................114
Section 7.5         Eligibility Requirements for the Trustee, the Fiscal Agent and the Paying Agent.............114
Section 7.6         Resignation and Removal of the Trustee, the Fiscal Agent or the Paying Agent................115
Section 7.7         Successor Trustee, Fiscal Agent or Paying Agent.............................................117
Section 7.8         Merger or Consolidation of Trustee, Fiscal Agent or Paying Agent............................118
Section 7.9         Appointment of Co-Trustee, Separate Trustee, Agents or Custodian............................118
Section 7.10        Authenticating Agents.......................................................................120
Section 7.11        Indemnification of Trustee, the Fiscal Agent and the Paying Agent...........................121
Section 7.12        Fees and Expenses of Trustee, the Fiscal Agent and the Paying Agent.........................123
Section 7.13        Collection of Moneys........................................................................123
Section 7.14        Trustee To Act; Appointment of Successor....................................................123
Section 7.15        Notification to Holders.....................................................................126
Section 7.16        Representations and Warranties of the Trustee, the Fiscal Agent and the Paying Agent........126
Section 7.17        Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Trustee,
                    the Fiscal Agent and the Paying Agent.......................................................128

                                                    ARTICLE VIII

                    ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................................129

Section 8.1         Servicing Standard; Servicing Duties........................................................129
Section 8.2         Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Master
                    Servicer....................................................................................129
Section 8.3         Master Servicer's General Power and Duties..................................................130
Section 8.4         Primary Servicing and Sub-Servicing.........................................................134
Section 8.5         Servicers May Own Certificates..............................................................137
Section 8.6         Maintenance of Hazard Insurance, Other Insurance, Taxes and Other...........................137
Section 8.7         Enforcement of Due-On-Sale Clauses; Assumption Agreements; Due-On-Encumbrance Clause........139
Section 8.8         Trustee to Cooperate; Release of Trustee Mortgage Files.....................................142
Section 8.9         Documents, Records and Funds in Possession of Master Servicer to be Held for the
                    Trustee for the Benefit of the Certificateholders...........................................142
Section 8.10        Servicing Compensation......................................................................143
Section 8.11        Master Servicer Reports; Account Statements.................................................144
Section 8.12        Annual Statement as to Compliance...........................................................146
Section 8.13        Annual Independent Public Accountants' Servicing Report.....................................146
Section 8.14        Operating Statement Analysis Reports Regarding the Mortgaged Properties.....................146
Section 8.15        Other Available Information and Certain Rights of the Master Servicer.......................147
Section 8.16        Rule 144A Information.......................................................................149
Section 8.17        Inspections.................................................................................149
Section 8.18        Modifications, Waivers, Amendments, Extensions and Consents.................................150
Section 8.19        Specially Serviced Mortgage Loans...........................................................152



                                                              -iii-
<PAGE>

Section 8.20        Representations, Warranties and Covenants of the Master Servicer............................153
Section 8.21        Merger or Consolidation.....................................................................154
Section 8.22        Resignation of Master Servicer..............................................................155
Section 8.23        Assignment or Delegation of Duties by Master Servicer.......................................155
Section 8.24        Limitation on Liability of the Master Servicer and Others...................................156
Section 8.25        Indemnification; Third-Party Claims.........................................................158
Section 8.26        Exchange Act Reporting......................................................................160
Section 8.27        Compliance with REMIC Provisions............................................................160
Section 8.28        Termination.................................................................................160
Section 8.29        Procedure Upon Termination..................................................................162

                                                             ARTICLE IX

                    ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER.......165

Section 9.1         Duties of Special Servicer..................................................................165
Section 9.2         Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer.................166
Section 9.3         Sub-Servicers...............................................................................166
Section 9.4         Special Servicer General Powers and Duties..................................................166
Section 9.5         "Due-on-Sale" Clauses; Assignment and Assumption Agreements; Modifications of
                    Specially Serviced Mortgage Loans; Due-On-Encumbrance Clauses...............................168
Section 9.6         Release of Mortgage Files...................................................................171
Section 9.7         Documents, Records and Funds in Possession of Special Servicer To Be Held for the
                    Trustee.....................................................................................172
Section 9.8         Representations, Warranties and Covenants of the Special Servicer...........................173
Section 9.9         Standard Hazard, Flood and Comprehensive General Liability Insurance Policies...............174
Section 9.10        Presentment of Claims and Collection of Proceeds............................................176
Section 9.11        Compensation to the Special Servicer........................................................176
Section 9.12        Realization Upon Defaulted Mortgage Loans...................................................177
Section 9.13        Foreclosure.................................................................................181
Section 9.14        Operation of REO Property...................................................................181
Section 9.15        Sale of REO Property........................................................................184
Section 9.16        Realization on Collateral Security..........................................................185
Section 9.17        Sale of Defaulted Mortgage Loans............................................................186
Section 9.18        Annual Officer's Certificate as to Compliance...............................................186
Section 9.19        Annual Independent Accountants' Servicing Report............................................186
Section 9.20        Merger or Consolidation.....................................................................186
Section 9.21        Resignation of Special Servicer.............................................................187
Section 9.22        Assignment or Delegation of Duties by Special Servicer......................................187
Section 9.23        Limitation on Liability of the Special Servicer and Others..................................188
Section 9.24        Indemnification; Third-Party Claims.........................................................190
Section 9.25        [reserved]..................................................................................192
Section 9.26        Special Servicer May Own Certificates.......................................................192


                                                         -iv-
<PAGE>

Section 9.27        Tax Reporting...............................................................................192
Section 9.28        Application of Funds Received...............................................................192
Section 9.29        Compliance with REMIC Provisions............................................................193
Section 9.30        Termination.................................................................................193
Section 9.31        Procedure Upon Termination..................................................................194
Section 9.32        Certain Special Servicer Reports............................................................196
Section 9.33        Special Servicer to Cooperate with the Master Servicer and Paying Agent.....................198
Section 9.34        Certain REMIC Limitations on Modification of Specially Serviced Mortgage Loans..............199
Section 9.35        [reserved]..................................................................................199
Section 9.36        Sale of Defaulted Mortgage Loans and REO Properties.........................................199
Section 9.37        Operating Adviser; Elections................................................................201
Section 9.38        Limitation on Liability of Operating Adviser................................................202
Section 9.39        Duties of Operating Adviser.................................................................203

                                                       ARTICLE X

                    PURCHASE AND TERMINATION OF THE TRUST.......................................................203

Section 10.1        Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans...................203
Section 10.2        Procedure Upon Termination of Trust.........................................................205
Section 10.3        Additional Trust Termination Requirements...................................................206

                                                      ARTICLE XI

                    RIGHTS OF CERTIFICATEHOLDERS................................................................207

Section 11.1        Limitation on Rights of Holders.............................................................207
Section 11.2        Access to List of Holders...................................................................208
Section 11.3        Acts of Holders of Certificates.............................................................208

                                                     ARTICLE XII

                    REMIC ADMINISTRATION........................................................................209

Section 12.1        REMIC Administration........................................................................209
Section 12.2        Prohibited Transactions and Activities......................................................214
Section 12.3        Modifications of Mortgage Loans.............................................................215
Section 12.4        Liability with Respect to Certain Taxes and Loss of REMIC Status............................215

                                                    ARTICLE XIII

                    MISCELLANEOUS PROVISIONS....................................................................216

Section 13.1        Binding Nature of Agreement.................................................................216
Section 13.2        Entire Agreement............................................................................216

                                                         -v-
<PAGE>

Section 13.3        Amendment...................................................................................216
Section 13.4        GOVERNING LAW...............................................................................218
Section 13.5        Notices.....................................................................................218
Section 13.6        Severability of Provisions..................................................................218
Section 13.7        Indulgences; No Waivers.....................................................................219
Section 13.8        Headings Not to Affect Interpretation.......................................................219
Section 13.9        Benefits of Agreement.......................................................................219
Section 13.10       Special Notices to the Rating Agencies......................................................219
Section 13.11       Counterparts................................................................................220
Section 13.12       Intention of Parties........................................................................221
Section 13.13       Recordation of Agreement....................................................................222
Section 13.14       Rating Agency Monitoring Fees...............................................................222
Section 13.15       Additional Report Delivery Requirements.....................................................222
</TABLE>


                                                        -vi-
<PAGE>

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

<TABLE>
<CAPTION>
<S>                        <C>
EXHIBIT A-1                Form of Class A-1 Certificate
EXHIBIT A-2                Form of Class A-2 Certificate
EXHIBIT A-3                Form of Class B Certificate
EXHIBIT A-4                Form of Class C Certificate
EXHIBIT A-5                Form of Class D Certificate
EXHIBIT A-6                Form of Class E Certificate
EXHIBIT A-7                Form of Class F Certificate
EXHIBIT A-8                Form of Class G Certificate
EXHIBIT A-9                Form of Class H Certificate
EXHIBIT A-10               Form of Class J Certificate
EXHIBIT A-11               Form of Class K Certificate
EXHIBIT A-12               Form of Class L Certificate
EXHIBIT A-13               Form of Class M Certificate
EXHIBIT A-14               reserved
EXHIBIT A-15               reserved
EXHIBIT A-16               reserved
EXHIBIT A-17               Form of Class R-I Certificate
EXHIBIT A-18               Form of Class R-II Certificate
EXHIBIT A-19               Form of Class R-III Certificate
EXHIBIT A-19A              Form of Class R-IV Certificate
EXHIBIT A-20               Form of Class X Certificate
EXHIBIT B-1                Form of Initial Certification of Trustee
EXHIBIT B-2                Form of Final Certification of Trustee
EXHIBIT C                  Form of Request for Release
EXHIBIT D-1                Form of Transferor Certificate for Transfers to Definitive Privately
                           Offered Certificates
EXHIBIT D-2A               Form I of Transferee Certificate for Transfers of Definitive Privately
                           Offered Certificates
EXHIBIT D-2B               Form II of Transferee Certificate for Transfers of Definitive Privately
                           Offered Certificates
EXHIBIT D-3A               Form I of Transferee Certificate for Transfers of Interests in Book-Entry
                           Privately Offered Certificates
EXHIBIT D-3B               Form II of Transferee Certificate for Transfers of Interests in Book-Entry
                           Privately Offered Certificates
EXHIBIT E-1                Form of Transfer Affidavit and Agreement
EXHIBIT E-2                Form of Transfer Affidavit and Agreement
EXHIBIT F                  Form of Regulation S Certificate
EXHIBIT G                  Form of Primary Servicing Agreement
EXHIBIT H                  Form of Exchange Certification
EXHIBIT I                  Form of EUROCLEAR or Clearstream Certificate
EXHIBIT J                  List of Loans as to Which Excess Servicing Fees Are Paid
EXHIBIT K-1                Form of Mortgage Loan Purchase Agreement I (John Hancock)
EXHIBIT K-2                Form of Mortgage Loan Purchase Agreement II (MSMC)
EXHIBIT K-3                Form of Mortgage Loan Purchase Agreement III (Principal)



-vi-
<PAGE>

EXHIBIT K-4                Form of Mortgage Loan Purchase Agreement IV (Wells Fargo)
EXHIBIT L                  Form of Inspection Report
EXHIBIT M                  Form of Monthly Certificateholders Reports
EXHIBIT N                  Form of Operating Statement Analysis Report
EXHIBIT O                  Form of Special Servicer Monthly Reports
EXHIBIT P                  [reserved]
EXHIBIT Q                  Form of Mortgage Loan Information
EXHIBIT R                  [reserved]
EXHIBIT S-1                Form of Power of Attorney to Master Servicer
EXHIBIT S-2                Form of Power of Attorney to Special Servicer
EXHIBIT T                  Form of Debt Service Coverage Ratio Procedures
EXHIBIT U                  Form of Assignment and Assumption Submission to Special Servicer
EXHIBIT V                  Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing Submission
                           Package to the Special Servicer
EXHIBIT W                  Restricted Servicer Reports
EXHIBIT X                  Unrestricted Servicer Reports
EXHIBIT Y                  Investor Certificate
EXHIBIT Z-1                Form of Purchase Agreement I (John Hancock)
EXHIBIT Z-2                Form of Purchase Agreement II (MSMC)
EXHIBIT Z-3                Form of Purchase Agreement III (Principal)
EXHIBIT Z-4                Form of Purchase Agreement IV (Wells Fargo)

SCHEDULE I                 JHREF Loan Schedule
SCHEDULE II                MSMC Loan Schedule
SCHEDULE III               Principal Loan Schedule
SCHEDULE IV                Wells Fargo Loan Schedule
SCHEDULE V                 List of Escrow Accounts Not Currently Eligible Accounts
SCHEDULE VI                Certain Escrow Accounts for Which a Report Under Section 5.1(g) is Required
</TABLE>



                                                  -vii-
<PAGE>


                  THIS AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT is
dated as of April 26, 2000 (this "Agreement") among MORGAN STANLEY DEAN WITTER
CAPITAL I INC., a Delaware corporation, as depositor (the "Depositor"), WELLS
FARGO BANK, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"),
LENNAR PARTNERS, INC., as special servicer (the "Special Servicer"), LASALLE
BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN AMRO
BANK, N.V., only in its capacity as a fiscal agent pursuant to Article IV hereof
(the "Fiscal Agent") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, only in
its capacity as paying agent (the "Paying Agent") and certificate registrar.

                              PRELIMINARY STATEMENT

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

                  The Class A-1, Class A-2, Class B, Class C, Class D and Class
E Certificates have been offered for sale pursuant to the prospectus (the
"Prospectus") dated December 13, 1999, as supplemented by the preliminary
prospectus supplement dated April 12, 2000 (together with the Prospectus, the
"Preliminary Prospectus Supplement"), and as further supplemented by the final
prospectus supplement dated April 14, 2000 (together with the Prospectus, the
"Final Prospectus Supplement"), the Class F, Class G and Class X Certificates
have been offered for sale pursuant to a Preliminary Private Placement
Memorandum dated April 12, 2000 and a Private Placement Memorandum dated April
14, 2000, and the Class H, Class J, Class K, Class L

<PAGE>

and Class M Certificates have been offered for sale pursuant to a Private
Placement Memorandum dated March 22, 2000.

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

                                     REMIC I

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

                                    REMIC II

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



                                      -2-
<PAGE>

                                    REMIC III

<TABLE>
<CAPTION>
                                           Initial Aggregate
                           Initial            Certificate
 REMIC III Regular      Pass-Through         Principal or            Final Scheduled              Final Rated
Interest Designation       Rate(a)          Notional Amount        Distribution Date(b)       Distribution Date(c)
--------------------       -------          ---------------        --------------------       --------------------
<S>                     <C>                 <C>                    <C>                        <C>
Class A-1               8.01062%               $113,834,030              11/15/08                   11/15/36
Class A-2               8.01062%               $439,000,000              12/15/09                   11/15/36
Class X                 1.51062%               $53,433,701               1/15/19                    11/15/36
Class B                 8.01062%               $22,408,000               1/15/10                    11/15/36
Class C                 8.01062%               $25,854,000               1/15/10                    11/15/36
Class D                 8.01062%               $8,619,000                1/15/10                    11/15/36
Class E                 8.01062%               $17,236,000               2/15/10                    11/15/36
Class F                 8.01062%               $6,895,000                2/15/10                    11/15/36
Class G                 8.01062%               $1,724,000                2/15/10                    11/15/36
Class H                 6.50000%               $13,789,000               2/15/10                    11/15/36
Class J                 6.50000%               $6,895,000                2/15/10                    11/15/36
Class K                 6.50000%               $5,171,000                2/15/10                    11/15/36
Class L                 6.50000%               $13,789,000               2/15/11                    11/15/36
Class M                 6.50000%               $13,789,701               11/15/19                   11/15/36
Class R-III(d)            N/A                     N/A                      N/A                        N/A
</TABLE>
(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate."
(b)  The Final Scheduled Distribution Date for each Class of Certificates
     assigned a rating is the Distribution Date on which such Class is expected
     to be paid in full, assuming that timely payments (and no prepayments)
     will be made on the Mortgage Loans in accordance with their terms.
(c)  The Final Rated Distribution Date for each Class of Certificates is
     November 15, 2036. That date is approximately 36 months following the end
     of the amortization term of the Mortgage Loan that, as of the Closing Date,
     has the longest remaining amortization term.
(d)  The Class R-III Certificates will be entitled to receive the proceeds of
     any remaining assets in REMIC III after the principal amounts of all
     Classes of Certificates have been reduced to zero and any Realized Losses
     previously allocated thereto (and any interest thereon) have been
     reimbursed.

                                    REMIC IV

<TABLE>
<CAPTION>
                                       Initial Aggregate
                       Initial            Certificate
                    Pass-Through         Principal or            Final Scheduled              Final Rated
Designation            Rate(a)          Notional Amount        Distribution Date(b)       Distribution Date(c)
-----------            -------          ---------------        --------------------       --------------------
<S>                   <C>                <C>                    <C>                        <C>
Class A-1             7.42000%            $113,834,000              11/15/08                   11/15/36
Class A-2             7.57000%            $439,000,000              12/15/09                   11/15/36
Class X               0.33000%            $689,003,732              11/15/19                   11/15/36
Class B               7.57000%            $ 22,408,000               1/15/10                   11/15/36
Class C               7.68000%            $ 25,854,000               1/15/10                   11/15/36
Class D               7.78000%            $  8,619,000               1/15/10                   11/15/36


                                      -3-
<PAGE>

Class E               7.80000%            $17,236,000                2/15/10                   11/15/36
Class F               7.80000%            $ 6,895,000                2/15/10                   11/15/36
Class G               7.80000%            $ 1,724,000                2/15/10                   11/15/36
Class H               6.50000%            $13,789,000                2/15/10                   11/15/36
Class J               6.50000%            $ 6,895,000                2/15/10                   11/15/36
Class K               6.50000%            $ 5,171,000                2/15/10                   11/15/36
Class L               6.50000%            $13,789,000                2/15/11                   11/15/36
Class M               6.50000%            $13,789,701               11/15/19                   11/15/36
Class R-IV(d)            N/A                  N/A                      N/A                        N/A
</TABLE>

(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate."
(b)  The Final Scheduled Distribution Date for each Class of Certificates
     assigned a rating is the Distribution Date on which such Class is expected
     to be paid in full, assuming that timely payments (and no prepayments) will
     be made on the Mortgage Loans in accordance with their terms.
(c)  The Final Rated Distribution Date for each Class of Certificates is
     November 15, 2036. That date is approximately 36 months following the end
     of the amortization term of the Mortgage Loan that, as of the Closing Date,
     has the longest remaining amortization term.
(d)  The Class R-IV Certificates will be entitled to receive the proceeds of any
     remaining assets in REMIC IV after the principal amounts of all Classes of
     Certificates have been reduced to zero and any Realized Losses previously
     allocated thereto (and any interest thereon) have been reimbursed.

                  As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $689,464,702.

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

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

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


                                      -4-
<PAGE>

of Section 12.1(a) hereof consisting of the REMIC III Regular Interests to be
treated for federal income tax purposes as a real estate mortgage investment
conduit ("REMIC IV"). The Class A-1, Class A-2, Class X, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M
Certificates will be designated as the "regular interests" in REMIC IV and the
Class R-IV Certificates (together with the REMIC Regular Certificates, the
"REMIC IV Certificates") will be designated as the sole class of "residual
interests" in REMIC IV 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 REMIC
III Regular Interest X for each Distribution Date will equal the REMIC III
Regular Interest X Interest Amount. Accrued Certificate Interest on the Class X
Certificates for each Distribution Date will equal the Class X Interest Amount.

                  "ACQUISITION DATE" means the date upon which, under the Code
(and in particular the REMIC Provisions and Section 856(e) of the Code), the
Trust or a REMIC Pool is deemed to have acquired a Mortgaged Property.

                  "ADDITIONAL TRUST EXPENSE" means any of the following items:
(i) Special Servicing Fees and Liquidation Fees (to the extent not collected
from the related Mortgagor), (ii) Advance Interest that cannot be paid in
accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master
Servicer, the Special Servicer, the Primary Servicers, the Trustee, the Paying
Agent, the Fiscal Agent (or any other Person) pursuant to the terms of this
Agreement; (iv) to the extent not otherwise paid, any federal, state, or local
taxes imposed on the Trust or its assets and paid from amounts on deposit in the
Certificate Account or Distribution Account, (v) the amount of any Advance that
is not recovered from the proceeds of a Mortgage Loan upon a Final Recovery
Determination and (vi) to the extent not included in the calculation of a
Realized Loss and not covered by indemnification by one of the parties hereto or
otherwise, any other unanticipated cost, liability, or expense (or portion
thereof) of the Trust (including costs of collecting such amounts or other
Additional Trust Expenses) which the Trust has not recovered, and in the
judgment of the Master Servicer (or Special Servicer, in the case of a Specially
Serviced Mortgage Loan) will not, recover from the related Mortgagor or
Mortgaged Property or otherwise, including a Modification Loss described in
clause (ii) of the definition thereof.


                                      -5-
<PAGE>

Notwithstanding anything to the contrary, "Additional Trust Expenses" shall not
include allocable overhead of the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent, the Certificate Registrar or the Fiscal Agent, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses, and similar internal costs and expenses.

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

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

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

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

                  "ADVANCE REPORT DATE" means the second Business Day prior to
each Distribution Date.

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

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

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

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



                                      -6-
<PAGE>

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

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

                  "APPRAISAL EVENT" means, with respect to any Mortgage Loan,
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 effective date of any modification
to a Money Term of a Mortgage Loan, other than an extension of the due date that
a Balloon Payment is due for a period of less than six months from the original
due date of such Balloon Payment, and (iv) the date 30 days following the date
the related Mortgaged Property becomes an REO Property.

                  "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 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 unpaid interest on such Mortgage Loan at a per annum rate equal to
the Mortgage Rate, (iii) all unreimbursed Advances and interest on Advances at
the Advance Rate with respect to such Mortgage Loan, and (iv) to the extent
funds on deposit in any applicable Escrow Accounts are not sufficient therefor,
and to the extent not previously advanced by the Master Servicer, the 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 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). Each Appraisal or internal valuation for a
Required Appraisal Loan shall be updated annually. The Appraisal Reduction for
each Required Appraisal Loan will be recalculated based on subsequent
Appraisals, internal valuations or updates. Any Appraisal Reduction for any
Mortgage Loan shall be reduced to reflect any Realized Principal Losses on the
Required Appraisal Loan. Each Appraisal Reduction will be reduced to zero as of
the date the related Mortgage Loan 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


                                      -7-
<PAGE>

Loan after it has been paid in full, liquidated, repurchased or otherwise
disposed of. The Appraisal Reduction will also be reduced by the amount of any
Realized Loss of principal on the related Mortgage Loan incurred prior to the
liquidation or disposition thereof.

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

                  "ASSET STATUS REPORT" has the meaning provided in Section
9.12.

                  "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 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 Master Servicer or the Special Servicer pursuant to the
terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date
therefor as of which the related REO Property remains part of the Trust, the
scheduled monthly payment of principal and interest deemed to be due in respect
thereof on such Due Date equal to the Scheduled Payment (or, in the case of a
Balloon Mortgage Loan 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.



                                      -8-
<PAGE>

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

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

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

                  "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicers in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums, and (iv) if such Distribution Date occurs
during January or February of any year, the Interest Reserve Amounts with
respect to Interest Reserve Loans deposited in the Interest Reserve Account, and
(b) if and to the extent not already among the amounts described in clause (a),
(i) the aggregate amount of any P&I Advances made by the Master Servicer, the
Trustee or the Fiscal Agent for such Distribution Date pursuant to Section 4.1
and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest
payments made by the Master Servicer or the Special Servicer for such
Distribution Date pursuant to the terms hereof, and (iii) if such Distribution
Date occurs in March of any year, commencing March 2001, the aggregate of the
Interest Reserve Amounts then held on deposit in the Interest Reserve Account in
respect of each Interest Reserve Loan.

                  "BALLOON MORTGAGE LOAN" means a Mortgage Loan which will not
be fully amortized by its original or modified Maturity Date, based on the fixed
monthly Scheduled Payment.

                  "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.

                  "BENEFIT PLAN OPINION" means an Opinion of Counsel
satisfactory to the Paying Agent and the Master Servicer to the effect that any
proposed transfer will not (i) cause the assets


                                      -9-
<PAGE>

of any REMIC to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or the Fiscal Agent.

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

                  "BUSINESS DAY" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Boston, Massachusetts (but
only with respect to matters related to the performance of obligations of JHREF
as Primary Servicer), Chicago, Illinois, Des Moines, Iowa (but only with respect
to matters related to the performance of obligations of Principal Capital
Management, LLC as Primary Servicer), San Francisco, California or the principal
cities in which the Special Servicer, the Trustee, the Paying Agent or the
Master Servicer conducts servicing or trust operations, or (iii) a day on which
banking institutions or savings associations in Minneapolis, Minnesota,
Columbia, Maryland, New York, New York, Chicago, Illinois or San Francisco,
California are authorized or obligated by law or executive order to be closed.

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

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

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

                  "CERTIFICATE BALANCE" means, with respect to any Certificate
or Interest (other than the Class X Certificates and the Residual Certificates)
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such Certificate (in the
case of a Certificate), or as ascribed thereto in the Preliminary Statement
hereto (in the case of an Interest), minus (i) the amount of all principal
distributions previously made with respect to such Certificate pursuant to
Section 6.4(a) or deemed to have been made with respect to such Interest
pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, (ii) all
Realized Losses allocated or deemed to have been allocated to such Interest or
Certificate pursuant to Section 6.6, and (iii) Expense Losses allocated to such
Interest or Certificate pursuant to Section 6.6.



                                      -10-
<PAGE>

                  "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 IV Certificates,
the Class R-I Certificates, the Class R-II Certificates and the Class R-III
Certificates.

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

                  "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS X
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 R-I
CERTIFICATES," "CLASS R-II CERTIFICATES," "CLASS R-III CERTIFICATES," or "CLASS
R-IV CERTIFICATES," mean the Certificates designated as "Class A-1," "Class
A-2," "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 R-I," "Class
R-II," "Class R-III," and "Class R-IV," respectively, on the face thereof, in
substantially the form attached hereto as Exhibits A-1 through A-20 hereof.

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

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

                  "CLASS X NOTIONAL AMOUNT" means, with respect to any
Distribution Date, the aggregate of the Certificate Balances of the Class A
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L Certificates
and Class M Certificates as of the close of business on the related Distribution
Date.



                                      -11-
<PAGE>

                  "CLASS X STRIP RATE" means, for any Distribution Date, with
respect to any Class of Certificates (other than the Class X and the Residual
Certificates), the excess, if any, of the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date over the Pass-Through Rate for such Class of
Certificates.

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

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme.

                  "CLOSING DATE" means March 29, 2000, except that solely with
respect to the provisions hereof that expressly relate to the delivery of the
REMIC III Regular Interests to the Trust and the creation of REMIC IV, "Closing
Date" means April 26, 2000.

                  "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

                  "COMPENSATING INTEREST" means with respect to any Distribution
Date, an amount equal to the excess of (A) Prepayment Interest Shortfalls
resulting from Principal Prepayments during the related Collection Period over
(B) Prepayment Interest Excesses resulting from Principal Prepayments during the
same Collection Period, but in any event (i) with respect to Compensating
Interest to be paid by the Master Servicer hereunder, not more than the portion
of the aggregate Master Servicing Fee for the related Collection Period
calculated in respect of all the Mortgage Loans (including REO Mortgage Loans)
and (ii) with respect to Compensating Interest to be paid by the Special
Servicer hereunder, not more than the portion of the aggregate Special Servicing
Fee for the related Collection Period calculated in respect of all the Specially
Serviced Mortgage Loans, including REO Mortgage Loans.

                  "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.



                                      -12-
<PAGE>

                  "CONTROLLING CLASS" means the most subordinate Class of REMIC
Regular Certificates outstanding at any time of determination; provided, that,
no Class may be the Controlling Class at any time that the then 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 will be the Class M
Certificates.

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

                  "CORPORATE TRUST OFFICE" means, with respect to the
presentment and surrender of Certificates for the final distribution thereon or
the presentment and surrender of Certificates for any other purpose, the
principal corporate trust office of the Certificate Registrar. The principal
corporate trust office of the Trustee is presently located at 135 South LaSalle
Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed Securities Trust
Services Group--Morgan Stanley Series 2000-LIFE1 and the office of the
Certificate Registrar is presently located at Norwest Center, 6th and Marquette,
MAC #N9303-121, Minneapolis, Minnesota 55479-0113 Attention: Corporate Trust
Services (CMBS)--Morgan Stanley Series 2000-LIFE1, or at such other address as
the Trustee or Certificate Registrar may designate from time to time by notice
to the Certificateholders, the Depositor, the Master Servicer, the Paying Agent
and the Special Servicer.

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

                  "CORRESPONDING REMIC II REGULAR INTEREST" means with respect
to each Class of Certificates, the REMIC II Regular Interest having the same
letter designation.

                  "CORRESPONDING REMIC III REGULAR INTEREST" means with respect
to each Class of Certificates, the REMIC III Regular Interest having the same
letter designation.

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

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

                  "CUT-OFF DATE" means the end of business on March 1, 2000. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on March 5, 2000.

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



                                      -13-
<PAGE>

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

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

                  "DEFEASANCE LOAN" means any Mortgage Loan 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 a 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 the amount by which the
total amount due with respect to a Mortgage Loan (excluding interest not yet
accrued), including the principal balance of a 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 Dean Witter Capital I Inc.,
a Delaware corporation, and its successors in interest.

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

                  "DEPOSITORY AGREEMENT" means the Letter of Representations
dated March 29, 2000 by and among the Depositor, the Paying Agent and the
Depository.



                                      -14-
<PAGE>

                  "DETERMINATION DATE" means, with respect to any Distribution
Date, the earlier of (i) the 10th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 4th Business Day prior to the related Distribution
Date, commencing April 10, 2000.

                  "DIRECTLY OPERATE" means, with respect to any REO Property,
the furnishing or rendering of services to the tenants thereof, the management
or operation 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 Section 9.36), the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by the Trust, in each case other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs, tenant
improvements or capital expenditures with respect to such REO Property
(including, without limitation, construction activity to effect repairs or in
connection with leasing activity) or undertakes any ministerial action
incidental thereto.

                  "DISCOUNT RATE" means the rate which, when compounded monthly,
is equivalent to the Treasury Rate when compounded semi-annually. The "Treasury
Rate" 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 of the Mortgage Loan prepaid. If
Release H.15 is no longer published, the Master Servicer will select a
comparable publication to determine the Treasury Rate.

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



                                      -15-
<PAGE>

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

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

                  "DISTRIBUTION DATE" means the 15th day of each month or, if
such day is not a Business Day, the next succeeding Business Day, commencing May
15, 2000.

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

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

                  "ELIGIBLE ACCOUNT" means an account (or accounts) that is any
of the following: (i) maintained with a depository institution or trust company
whose (A) commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated at least "A-1" by S&P and "F-1+" by Fitch, if the
deposits are to be held in the account for 30 days or less), or (B) long-term
unsecured debt obligations are rated at least "A-" by S&P and "AA" by Fitch, if
the deposits are to be held in the account more than 30 days or (ii) a
segregated trust account or accounts maintained in the trust department of the
Trustee, the Paying Agent or other financial institution subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b), or (iii) an account or accounts of a depository
institution acceptable to each Rating Agency, as evidenced by Rating Agency
Confirmation with respect to the use of any such account as the Certificate
Account or the Distribution Account. Notwithstanding anything in the foregoing
to the contrary, an account shall not fail to be an Eligible Account solely
because it is maintained with Norwest Bank Iowa, N.A. a wholly-owned subsidiary
of Wells Fargo & Co. provided that Norwest Bank Iowa, N.A.'s or its parent's (A)
commercial paper, short-term unsecured debt obligations or other short-term
deposits are at least "A-1" in the case of S&P, and "F-1" in the case of Fitch,
if the deposits are to be held in the account for 30 days or less, or (B)
long-term unsecured debt obligations are rated at least "A-" in the case of S&P
and "A+" in the case of Fitch, if the deposits are to be held in the account
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


                                      -16-
<PAGE>

FHLMC, other than an unsecured senior debt obligation of FNMA or FHLMC, shall be
an Eligible Investment only if Rating Agency Confirmation is obtained with
respect to such investment;

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

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

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

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

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



                                      -17-
<PAGE>

                  (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 rating)
by Fitch and "AA-" by S&P (if rated by Fitch or, if not rated by Fitch, by S&P
and another nationally recognized statistical rating organization), or for which
Rating Agency Confirmation is obtained with respect to such ratings;

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

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

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

                  "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


                                      -18-
<PAGE>

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.

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

                  "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.

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

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

                  "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.



                                      -19-
<PAGE>

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

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

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

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

                  "FINAL RATED DISTRIBUTION DATE" means with respect to each
rated Class of Certificates, the date shown on the chart in the Preliminary
Statement hereto.

                  "FINAL RECOVERY DETERMINATION" means a determination with
respect to any Mortgage Loan or Specially Serviced Mortgage Loan by the Master
Servicer in consultation with the Special Servicer in respect of any Defaulted
Mortgage Loan (including a Mortgage Loan that became an REO Property), in each
case, in its good faith discretion, consistent with the Servicing Standard that
all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds and other payments or recoveries which the Master Servicer or the
Special Servicer, as the case may be, expects to be finally recoverable on such
Mortgage Loan, without regard to any obligation of the 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. The Special Servicer
shall be required to provide the Master Servicer with prompt written notice of
any Final Recovery Determination with respect to any Specially Serviced Mortgage
Loan upon making such determination. The Master Servicer shall notify the
Trustee and the Paying Agent of such determination and the Paying Agent shall
deliver a copy of such notice to each Rating Agency.

                  "FINAL SCHEDULED DISTRIBUTION DATE" means, for each Class of
rated Certificates, the Distribution Date on which such Class will be paid in
full assuming that timely payments will be made on the Mortgage Loans in
accordance with their terms.

                  "FINANCIAL MARKET PUBLISHER" means each of Bloomberg Financial
Service, Trepp Financial and Intex Inc.

                  "FISCAL AGENT" means ABN AMRO Bank N.V., a banking association
organized under the laws of the Netherlands and its permitted successors and
assigns.

                  "FISCAL AGENT TERMINATION EVENT" has the meaning set forth in
Section 4.7 hereof.

                  "FITCH" means Fitch IBCA, Inc. or its successor in interest.

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

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



                                      -20-
<PAGE>

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

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

                  "INDEPENDENT CONTRACTOR" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to the applicable 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 Class R-IV Certificates), a
Percentage Interest of 35% or more in the Class R-IV 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 Pool is at arm's length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer
or the Special Servicer) upon receipt by the Trustee of an Opinion of Counsel,
which shall be at the expense of the Person delivering such opinion to the
Trustee, to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.

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

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

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

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



                                      -21-
<PAGE>

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

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

                  "INTEREST" means a REMIC I Interest, a REMIC II Interest, or a
REMIC III 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 on an actual/360 day basis.

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

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

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

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

                  "LATE COLLECTIONS" means, with respect to any Mortgage Loan,
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.



                                      -22-
<PAGE>

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

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

                  "LIQUIDATION FEE" means a fee equal to the product of (x) 1.0%
and (y) the Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property.

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

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

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

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



                                      -23-
<PAGE>

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

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

                  "MAI" means Member of the Appraisal Institute.

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

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

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

                  "MASTER SERVICING FEE" means for each calendar month, as to
each Mortgage Loan (including REO Mortgage Loans and Defeasance Loans), the
Master Servicing Fee Rate applicable to such month (determined in the same
manner as the applicable Mortgage Rate is determined for such Mortgage Loan for
such month) multiplied by the Scheduled Principal Balance of each 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).

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

                  "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 Note, 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 Note.

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

                  "MODIFICATION LOSS" means (i) a decrease in the principal
balance of a Mortgage Loan as a result of a modification thereof in accordance
with the terms hereof, (ii) any expenses


                                      -24-
<PAGE>

connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the
Mortgagor or (iii) in the case of a modification of a 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 any provision thereof requiring the payment of a prepayment
premium, yield maintenance payment or percentage premium in connection with a
principal prepayment (and shall not include late fees or default interest
provisions).

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


                                      -25-
<PAGE>

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.

                  "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 "Pay to the order of LaSalle Bank National Association,
as Trustee for Morgan Stanley Dean Witter Capital I. Inc, Commercial Mortgage
Pass-Through Certificates, Series 2000-LIFE1, without recourse, representation
or warranty" or if the original Mortgage Note is not included therein, then a
lost note affidavit with a copy of the Mortgage Note attached thereto;

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

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



                                      -26-
<PAGE>

                  (iv) an original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, signed by the holder of
record in favor of "LaSalle Bank National Association, as Trustee for Morgan
Stanley Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1;"

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

                  (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of Leases, in recordable form, signed by the holder of record in
favor of "LaSalle Bank National Association, as Trustee for Morgan Stanley Dean
Witter Capital I. Inc, Commercial Mortgage Pass-Through Certificates, Series
2000-LIFE1," which assignment may be effected in the related Assignment of
Mortgage;

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

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

                  (ix) UCC financing statements (together with all assignments
thereof to the Trustee) executed and delivered in connection with the Mortgage
Loan;



                                      -27-
<PAGE>

                  (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 lock-box agreements and intercreditor
agreements, if any, related to any Mortgage Loan;

                  (xii) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be held
by the Primary 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;
and

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

                  "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.

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

                  "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain
Mortgage Loan Purchase Agreement between JHREF and the Depositor dated as of
March 22, 2000 with respect to the JHREF Loans, a form of which is attached
hereto as Exhibit K-1.

                  "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain
Mortgage Loan Purchase Agreement between MSMC and the Depositor dated as of
March 22, 2000 with respect to the MSMC 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
March 22, 2000 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 Wells Fargo and the Depositor dated as
of March 22, 2000 with respect to the Wells Fargo Loans, a form of which is
attached hereto as Exhibit K-4.

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



                                      -28-
<PAGE>

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

                  "MORTGAGE RATE" means, for a given Mortgage Loan, 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 holder of the related Mortgage Note 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 Mortgage Loan Purchase Agreement II and shown on
Schedule II hereto.

                  "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means for any
Distribution Date, (i) with respect to all Mortgage Loans which are not
Specially Serviced Mortgage Loans, the excess, if any, of aggregate Prepayment
Interest Shortfalls for such Mortgage Loans over the sum of (A) the Master
Servicing Fee for the related Collection Period calculated in respect of all
such Mortgage Loans and (B) the aggregate Prepayment Interest Excesses for such
Collection Period for all Mortgage Loans which are not Specially Serviced
Mortgage Loans, and (ii) with respect to all Specially Serviced Mortgage Loans
on which there have been voluntary Principal Prepayments (not from Liquidation
Proceeds or from modifications to Specially Serviced Mortgage Loans), the
excess, if any, of aggregate Prepayment Interest Shortfalls for such Mortgage
Loans over the sum of (A) the Special Servicing Fee for the related Collection
Period calculated in respect of all Specially Serviced Mortgage Loans (including
REO Mortgage Loans) and (B) the aggregate Prepayment Interest Excesses for such
Collection Period for all Specially Serviced Mortgage Loans (including REO
Mortgage Loans).

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

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

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

                  "NONDISQUALIFICATION OPINION" means a written Opinion of
Counsel to the effect that a contemplated action will neither cause any REMIC
Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding nor cause a "prohibited transaction," "prohibited contribution" or
any other tax to be imposed on any REMIC Pool or the Trust.

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



                                      -29-
<PAGE>

                  "NON-INVESTMENT GRADE CERTIFICATES" means, collectively, the
Class H, Class J, Class K, Class L and Class M Certificates.

                  "NON-INVESTMENT GRADE REQUESTING CERTIFICATEHOLDER" means any
Holder of at least a 20% interest in a Class (at the time of the request) of
Non-Investment Grade Certificates (to the extent still outstanding) that
requests (which request may be a standing request, but which request shall not
be made or amended by any Holder more frequently than once per calendar year)
the Master Servicer, the Special Servicer, the Paying Agent and the Trustee to
deliver to it the reports and notices permitted to be delivered to such Holder
pursuant to the terms hereof.

                  "NONRECOVERABLE ADVANCE" means the portion of any Advance
(including interest accrued thereon at the Advance Rate) previously made or
proposed to be made by the Master Servicer, the Trustee or the Fiscal Agent
that, in its sole discretion, exercised in good faith and, with respect to the
Master Servicer, in accordance with the Servicing Standard, will not be or, in
the case of a current delinquency, would not be, ultimately recoverable, from
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds or from any collections with respect to the related Mortgage Loan or
REO Property, as evidenced by an Officer's Certificate delivered pursuant to
Section 4.4. Such Officer's Certificate shall be delivered to the Trustee (upon
which the Trustee may conclusively rely) or to the Depositor (if the Trustee or
the Fiscal Agent is delivering such Officer's Certificate) and (in either case)
to the Special Servicer and the Paying Agent in the time periods as specified in
Section 4.4 and shall include the information and reports set forth in Section
4.4. In determining whether an Advance with respect to any Mortgage Loan will be
recoverable, the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, shall take into account amounts that may be realized on the related
Mortgaged Property in its "as is" or then current condition and occupancy.
Absent bad faith, the Master Servicer's determination as to the recoverability
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.

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

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

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


                                      -30-
<PAGE>

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

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

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

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

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

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


                                      -31-
<PAGE>

required to be advanced without giving effect to this proviso and (ii) a
fraction, the numerator of which is the Principal Balance of such Mortgage Loan
as of the immediately preceding Determination Date less any Appraisal Reduction
and the denominator of which is the Principal Balance of the Mortgage Loan as of
such Determination Date. All P&I Advances for any Mortgage Loans that have been
modified shall be calculated on the basis of their terms as modified.

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

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

                  "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect
to any Class of REMIC I Regular Interests, REMIC II Regular Interests, REMIC III
Regular Interests or REMIC Regular Certificates, other than the X Certificates,
for the first Distribution Date, the rate set forth in the Preliminary Statement
hereto. For any Distribution Date occurring thereafter, the Pass-Through Rates
for (i) the REMIC I Regular Interests shall equal the REMIC I Net Mortgage Rate
on the related Mortgage Loan for such Distribution Date, (ii) the REMIC II
Regular Interests shall equal the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date, (iii) with respect to REMIC III Regular Interest H,
REMIC III Regular Interest J, REMIC III Regular Interest K, REMIC III Regular
Interest L and REMIC III Regular Interest M, the lesser of (A) the fixed rate
corresponding to such Interest set forth in the Preliminary Statement hereto and
(B) the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date,
(iv) the REMIC III Regular Interest X, the per annum rate equal to the quotient
of the Accrued Certificate Interest thereon for such Distribution Date and the
REMIC III Regular Interest X Notional Amount, (v) REMIC III Regular Interest
A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest B, REMIC III
Regular Interest C, REMIC III Regular Interest D, REMIC III Regular Interest E,
REMIC III Regular Interest F and REMIC III Regular Interest G Certificates, the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (vi) the
Class A-1, Class A-2, Class H, Class J, Class K, Class L and Class M
Certificates, the lesser of (A) the fixed rate corresponding to such Class set
forth in the Preliminary Statement hereto and (B) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date, (vii) the Class B Certificates,
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date less
0.23%, (viii) the Class C Certificates, the Weighted Average REMIC I Net
Mortgage Rate for such Distribution Date less 0.12%, (ix) the Class D
Certificates, the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date less 0.02%, (x) the Class E, Class F and Class G Certificates,
the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, and
(xi) the Class X Certificates, the per annum rate equal to the quotient of the
Accrued Certificate Interest thereon for such Distribution Date and the Class X
Notional Amount.

                  "PAYING AGENT" means Norwest Bank Minnesota, National
Association and any successor or assign, as provided herein.



                                      -32-
<PAGE>

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

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

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

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

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

                  "PLACEMENT  AGENT" means Morgan  Stanley & Co. Incorporated,
and as to the Class F, Class G and Class X Certificates, Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co. and Norwest Investment Services, Inc., or in
each case their successors in interest.

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

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

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

                  "PREPAYMENT INTEREST EXCESS" means for any Distribution Date
and the related Collection Period, during which a full or partial Principal
Prepayment is made after the Due Date for such Mortgage Loan through and
including the last day of the Collection Period, the amount of interest that
accrues on the Mortgage Loan from such Due Date to the date such payment was
made (net of the Master Servicing Fee, the Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee, and the Trustee Fee), to the extent
collected.

                  "PREPAYMENT INTEREST SHORTFALL" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including early payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection


                                      -33-
<PAGE>

Period prior to the Due Date for such Mortgage Loan in such Collection Period.
The amount of any Prepayment Interest Shortfall shall equal the excess of (A)
the aggregate amount of interest which would have accrued on the Scheduled
Principal Balance of such Mortgage Loan 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 and the Trustee Fee) over (B) the aggregate interest that did
so accrue through the date such payment was made.

                  "PREPAYMENT PREMIUM" means with respect to any Distribution
Date, the aggregate of all prepayment premiums, yield maintenance payments or
percentage premiums, if any, received during the related Collection Period in
connection with Principal Prepayments.

                  "PRIMARY SERVICERS" means each of Principal Capital
Management, LLC, JHREF and Wells Fargo.

                  "PRIMARY SERVICING AGREEMENT" means, with respect to each
Primary Servicer, the agreement between such Primary Servicer and the Master
Servicer, dated as of March 1, 2000, as amended by the Amendment thereto dated
April 26, 2000, a form of which is attached hereto as Exhibit G, under which
such Primary Servicer services the Mortgage Loans set forth on the schedule
attached thereto.

                  "PRIMARY SERVICING FEE" means with respect to each Mortgage
Loan, the monthly fee payable to the applicable Primary Servicer based on the
per annum rate specified on the Mortgage Loan Schedule, as more specifically
described in the applicable Primary Servicing Agreement, and determined in the
same manner as the Mortgage Rate is determined (the "Primary Servicing Fee
Rate").

                  "PRIVILEGED PERSON" has the meaning set forth in Section
5.4(a).

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

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

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

                  "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution
Date, the sum of the following amounts: (i) the principal portion of all
Scheduled Payments (other than the principal portion of Balloon Payments) and
any Assumed Scheduled Payments due or deemed


                                      -34-
<PAGE>

due, 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; (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 and that were identified and applied by the Master
Servicer as recoveries of principal thereof, in each case net of any portion of
such payment or other collection that represents a recovery of the principal
portion of any Scheduled Payment (other than a Balloon Payment) due, or of the
principal portion of any Assumed Scheduled Payment deemed due, in respect of the
related Mortgage Loan on a Due Date during or prior to the related Collection
Period and not previously recovered.

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

                  "PRINCIPAL PREPAYMENT" means any voluntary or involuntary
payment or collection of principal on a Mortgage Loan 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 collectively, the
Preliminary Private Placement Memorandum dated April 12, 2000 and Private
Placement Memorandum dated April 14, 2000, pursuant to which the Class F, Class
G and Class X Certificates were offered for sale and the Private Placement
Memorandum dated March 22, 2000 pursuant to which the Class H, Class J, Class K,
Class L and Class M Certificates were offered for sale.

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

                  "PURCHASE AGREEMENT" means Purchase Agreement I, Purchase
Agreement II, Purchase Agreement III or Purchase Agreement IV, as the case may
be.

                  "PURCHASE AGREEMENT I" means that certain Purchase Agreement
between JHREF and the Depositor dated as of April 14, 2000, a form of which is
attached hereto as Exhibit Z-1.

                  "PURCHASE AGREEMENT II" means that certain Purchase Agreement
between MSMC and the Depositor dated as of April 14, 2000, a form of which is
attached hereto as Exhibit Z-2.

                  "PURCHASE AGREEMENT III" means that certain Purchase Agreement
between Principal and the Depositor dated as of April 14, 2000, a form of which
is attached hereto as Exhibit Z-3.



                                      -35-
<PAGE>

                  "PURCHASE AGREEMENT IV" means that certain Purchase Agreement
between Wells Fargo and the Depositor dated as of April 14, 2000, a form of
which is attached hereto as Exhibit Z-4.

                  "PURCHASE PRICE" means, with respect to the repurchase of a
Mortgage Loan or REO Property pursuant to Article II of this Agreement or the
purchase of a Mortgage Loan pursuant to Section 9.36, 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 Property), 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 occurs, plus (C) the amount
of any expenses related to such Mortgage Loan or REO Property (including any
Servicing Advances, Advance Interest related to such Mortgage Loan and any
Special Servicing Fees and Liquidation Fees) that are reimbursable to the Master
Servicer, the Special Servicer, the Paying Agent, the Trustee or the Fiscal
Agent, plus (D) if such Mortgage Loan is being repurchased or substituted for by
a Seller pursuant to the related Mortgage Loan Purchase Agreement, all expenses
reasonably incurred or to be incurred by the Primary Servicer, the Master
Servicer, the Special Servicer, the Depositor, the Paying Agent or the Trustee
in respect of the Breach or Material Defect giving rise to the repurchase or
substitution obligation (and that are not otherwise included in (C) above).

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

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

                  "QUALIFIED 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 provided, and that has a claim paying ability rating no lower than two
ratings categories (without regard to pluses or minuses or numerical qualifiers)
lower than the highest rating of any outstanding Class of Certificates from time
to time, but in no event lower than "BBB" by Fitch (or rated B+:VI by A.M.
Best), or if not so rated, then Fitch has issued a Rating Agency Confirmation,
and "BBB" by S&P if rated by S&P or if not rated by S&P, then S&P has issued a
Rating Agency Confirmation, and (ii) with respect to the Servicer Errors and
Omissions Insurance Policy or Servicer Fidelity Bond an insurance company that
has a claim paying ability no lower than two ratings categories (without regard
to pluses or minuses or numerical qualifiers) lower than the highest rating of
any outstanding Class of Certificates from time to time, but in no event lower
than "A" by Fitch if rated by Fitch, or if not so rated,


                                      -36-
<PAGE>

then rated A:IX by A.M. Best or Fitch has issued a Rating Agency Confirmation,
and "A" by S&P if rated by S&P or if not rated by S&P, then S&P has issued a
Rating Agency Confirmation, or (iii) in either case, a company not satisfying
clause (i) or (ii) but with respect to which Rating Agency Confirmation is
obtained.

                  "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 a principal balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution, not
in excess of the principal balance of the Deleted Mortgage Loan; provided,
however, that, to the extent that the principal balance of such Mortgage Loan is
less than the principal balance of the Deleted Mortgage Loan, then such
differential in principal amount, together with interest thereon at the Mortgage
Rate on the related Mortgage Loan from the date as to which interest was last
paid through the last day of the month in which such substitution occurs, shall
be paid by the party effecting such substitution to the Master Servicer for
deposit into the Certificate Account, and shall be treated as a Principal
Prepayment hereunder; (ii) is accruing interest at a rate of interest at least
equal to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated
maturity not greater than, and not more than two years less than, that of the
Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than
that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to
the 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; (v) will comply with all of the representations and warranties
relating to Mortgage Loans set forth herein, as of the date of substitution;
(vi) has a Phase I Environmental Report relating to the related Mortgaged
Property in its Mortgage Files and such Phase I Environmental Report does not,
in the good faith reasonable judgment of the Special Servicer, consistent with
the Servicing Standard raise material issues that have not been adequately
addressed; (vii) has an engineering report relating to the related Mortgaged
Property in its Mortgage Files and such engineering report does not, in the good
faith reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; and
(viii) as to which the Trustee and the Paying Agent have received an Opinion of
Counsel, at the related Seller's expense, that such Mortgage Loan is a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code; provided that no Mortgage Loan may have a Maturity Date after the date
three years prior to the 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 clauses (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of
the requirements of this definition and shall send such certification to the
Paying Agent, which shall deliver a copy of such


                                      -37-
<PAGE>

certification to the Special Servicer, the Trustee and the Operating Adviser
promptly, and in any event within five Business Days following the Paying
Agent's receipt of such certification.

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

                  "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.



                                      -38-
<PAGE>

                  "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) the Trust has been reimbursed for all costs
incurred as a result of the occurrence of a Servicing Transfer Event or such
amounts have been forgiven.

                  "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, such amounts as shall from time to time be held in the
Certificate Account and the Distribution Account, the Insurance Policies and any
REO Properties, for which a REMIC election has been made pursuant to Section
12.1(a) hereof.

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

                  "REMIC I NET MORTGAGE RATE" means, as to any REMIC I Regular
Interest, a rate per annum equal to the Mortgage Rate for the related Mortgage
Loan as of the Cut-Off Date (and without regard to any modification, waiver or
amendment of the terms thereof following the Cut-Off Date) calculated on a 360
day year consisting of twelve 30-day months regardless of the actual terms of
the related Mortgage Loan, minus the Administrative Cost Rate; provided that,
for purposes of this definition, with respect to each Interest Reserve Loan, (i)
the REMIC I Net Mortgage Rate for the one-month period preceding the Due Dates
in both January and February in any year that is not a leap year and in February
in any year that is a leap year, shall be determined net of any amounts
transferred to the Interest Reserve Account and (ii) the REMIC I Net Mortgage
Rate for the one-month period preceding the Due Date in March shall be


                                      -39-
<PAGE>

determined taking into account the addition of any amounts withdrawn from the
Interest Reserve Account.

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

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

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

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

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

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

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

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

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

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


                                      -40-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                  "REMIC III REGULAR INTEREST A-1" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to


                                      -41-
<PAGE>

the Aggregate Certificate Balance of the Class A-1 Certificates, and which has a
Pass-Through Rate as specified in the definition thereof.

                  "REMIC III REGULAR INTEREST A-2" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
an initial Certificate Balance equal to the aggregate Certificates Balance of
the Class A-2 Certificates, and which has a Pass-Through Rate as specified in
the definition thereof.

                  "REMIC III REGULAR INTEREST B" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class B
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST C" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class C
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST D" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class D
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST E" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class E
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST F" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class F
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST G" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class G
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST H" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class H
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST J" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class J
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.



                                      -42-
<PAGE>

                  "REMIC III REGULAR INTEREST K" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class K
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST L" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class L
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST M" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Certificate Balance equal to the Aggregate Certificate Balance of the Class M
Certificates, and which has a Pass-Through Rate as specified in the definition
thereof.

                  "REMIC III REGULAR INTEREST X" means the interest designated
as a "regular interest" in REMIC III, which shall consist of an interest having
a Notional Balance equal to the REMIC III Regular Interest X Notional Amount,
and which has a Pass-Through Rate as specified in the definition thereof.

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

                  "REMIC III REGULAR INTEREST X INTEREST AMOUNT" means, with
respect to any Distribution Date and the related Interest Accrual Period,
interest equal to the product of (i) one-twelfth of a per annum rate equal to
the weighted average of the Class X Strip Rates for the Class H Certificates,
Class J Certificates, Class K Certificates, Class L Certificates and Class M
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates, and (ii) the REMIC III Regular Interest X Notional
Amount for such Distribution Date.

                  "REMIC III REGULAR INTEREST X NOTIONAL AMOUNT" means, with
respect to any Distribution Date, the aggregate of the Certificate Balances of
the REMIC III Regular Interest H Certificates, REMIC III Regular Interest J,
REMIC III Regular Interest K, REMIC III Regular Interest L and REMIC III Regular
Interest M as of the close of business on the related Distribution Date.


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

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



                                      -43-
<PAGE>

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

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

                  "REMIC PROVISIONS" means the provisions of the federal income
tax law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and 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 which, as proposed, would have an effective date prior to
enactment thereof and any proposed regulations.

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

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

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

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

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

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

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

                  "REO PROPERTY" means a Mortgaged Property 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 second Business Day before the related
Distribution Date.



                                      -44-
<PAGE>

                  "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.

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

                  "RESPONSIBLE OFFICER" means, when used with respect to the
initial Trustee or the Fiscal Agent, any officer assigned to the Asset-Backed
Securities Trust Services Group, or with respect to the Paying Agent, any
officer assigned to the Corporate Trust Services Group, each with specific
responsibilities for the matters contemplated by this Agreement and when used
with respect to any successor Trustee, Fiscal Agent or Paying Agent, any Vice
President, Assistant Vice President, corporate trust officer or any assistant
corporate trust officer.

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

                  "REVERSE SEQUENTIAL ORDER" means sequentially to the Class M,
Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C,
Class B and Class A Certificates.

                  "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" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act, 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.

                  "SCHEDULED PAYMENT" means each scheduled payment of principal
of, and 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


                                      -45-
<PAGE>

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 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 REO Mortgage Loan.

                  "SELLER" means JHREF, MSMC, Principal or Wells Fargo as the
case may be.

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

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

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

                  "SERVICER MORTGAGE FILE" means copies of the mortgage
documents listed in the definition of Mortgage File relating to a Mortgage Loan
and the other documents referenced in Section 2.1(d).

                  "SERVICING ADVANCE" means any cost or expense of the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, designated as a
Servicing Advance pursuant to this Agreement and any other costs and expenses
incurred by the Master Servicer, the Special Servicer (subject to Section
4.6(e)), 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 Servicer 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 the Master
Servicer and signed by an officer of the Master Servicer, as such list may from
time to time be amended.

                  "SERVICING STANDARD" means, with respect to the Master
Servicer and the Special Servicer the higher of the following standards of care:

                  (a) in the same manner in which and with the same care,
skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services


                                      -46-
<PAGE>

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 lenders servicing their own mortgage loans and
to the maximization of the net present value of the mortgage loans; or

                  (b) the care, skill, prudence and diligence the Master
Servicer or the 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 Master Servicer, the
Special Servicer, the Primary Servicers, 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 any Seller; (II) the ownership of any
Certificate by the Master Servicer, the Special Servicer or any Affiliate of any
of them; (III) the Master Servicer's, Fiscal Agent's or the Trustee's obligation
to make Advances and Servicing Advances as specified herein or to incur
servicing expenses; (IV) the Master Servicer's, the Special Servicer's or the
Primary Servicers' 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 Master Servicer, the Special Servicer or the
Primary Servicers of any other mortgage loans or property; (VI) any obligation
of the Master Servicer to pay any indemnity with respect to any repurchase
obligation; or (VII) the ownership of any Junior Indebtedness by the Master
Servicer or Special Servicer or any Affiliate with respect to the Mortgaged
Property securing any Mortgage Loan.

                  "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 Master Servicer has determined, in its good faith reasonable
judgment in accordance with the Servicing Standard, that payment is unlikely to
be made on or before the 60th day succeeding the date the Balloon Payment was
due, or any other payment is more than 60 days past due or has not been made on
or before the second Due Date following the due date such payment was due; (ii)
any Mortgage Loan as to which, to the Master Servicer's knowledge, the Mortgagor
has consented to the appointment of a receiver or conservator in any insolvency
or similar proceeding of, or relating to, such Mortgagor or to all or
substantially all of its property, or the Mortgagor has become the subject of a
decree or order issued under a bankruptcy, insolvency or similar law and such
decree or order shall have remained undischarged or unstayed for a period of 30
days; (iii) any Mortgage Loan 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 Master Servicer
has knowledge of a default (other than a failure by the related Mortgagor to pay
principal or interest) which in the good faith reasonable judgment of the Master
Servicer materially and adversely affects the interests of the
Certificateholders 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, or (b) any other


                                      -47-
<PAGE>

default is imminent or is likely to occur within 60 days and such default, in
the judgment of the Master Servicer, is reasonably likely to materially and
adversely affect the interests of the Certificateholders.

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

                  "SPECIAL SERVICER" means Lennar Partners, Inc., or any
successor Special Servicer as herein provided.

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

                  "SPECIAL SERVICER MONTHLY REPORTS" mean the reports
substantially in the form of Exhibit O attached hereto.

                  "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 which 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,
subject to reduction in respect of Compensating Interest as set forth in Section
9.11.

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

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


                                      -48-
<PAGE>

Special Servicer signed by an officer of the Special Servicer, as such list may
from time to time be amended.

                  "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of
determination, any Mortgage Loan with respect to which the Master Servicer has
notified the Special Servicer and the Trustee that a Servicing Transfer Event
has occurred (which notice shall be effective upon receipt) and the Special
Servicer has received all information, documents and records relating to such
Mortgage Loan as reasonably requested by the 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 Special Servicer notifies the Master Servicer, the
Paying Agent and the Trustee, in accordance with Section 8.1(b), that such
Mortgage Loan has become a Rehabilitated Mortgage Loan with respect to such
Servicing Transfer Event, unless and until the Master Servicer notifies the
Special Servicer, the Paying Agent and the Trustee, in accordance with Section
8.1(b) that another Servicing Transfer Event with respect to such Mortgage Loan
exists or occurs.

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

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

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

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

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

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

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

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

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

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

                  "TRUST" means the trust created pursuant to this Agreement,
the assets which consist of all the assets of REMIC I (including the Mortgage
Loans, such amounts as shall from


                                      -49-
<PAGE>

time to time be held in the Certificate Account, the Distribution Account, the
Insurance Policies, any REO Properties and other items referred to in Section
2.1(a) hereof), REMIC II, REMIC III and REMIC IV.

                  "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 that is applied with respect to the Mortgage Rate
for such Mortgage Loan for such month) multiplied by the Scheduled Principal
Balance of each Mortgage Loan immediately before the Due Date occurring in such
month, provided that a portion of the Trustee Fee agreed upon between the
Trustee and the Paying Agent shall be applied to pay the Paying Agent Fee.

                  "TRUSTEE FEE RATE" means 0.0034% per annum (which includes the
Paying Agent Fee).

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

                  "UNDERWRITER" means each of Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co. and Norwest Investment Services, Inc. or its 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 U.S. Person (other than an estate governed by foreign law and of which at
least one executor or administrator is a non-U.S. Person who has sole or shared
investment discretion with respect to its assets), (iv) any trust of which any
trustee is a U.S. Person (other than a trust of which at least one trustee is a
non-U.S. 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 U.S.
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-U.S. Person), (viii) any partnership or
corporation organized or incorporated under the laws of a foreign jurisdiction
and formed by a U.S. 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


                                      -50-
<PAGE>

"U.S. Person" shall not include (A) a branch or agency of a U.S. 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.

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

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

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

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

                  "WELLS FARGO" has the meaning assigned in the Preliminary
Statement hereto.

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

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

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


                                      -51-
<PAGE>

information in making such calculations. If, however, a Responsible Officer of
the Paying Agent has actual knowledge of an error in the calculations, the
Paying Agent shall inform the Master Servicer of such error.

                  (b) Unless otherwise required by law or the applicable
Mortgage Loan documents, any amounts received in respect of a Mortgage Loan as
to which a default has occurred and is continuing shall be applied first to
overdue interest due with respect to such Mortgage Loan at the Mortgage Rate
thereof, next to current interest due with respect to such Mortgage Loan at the
Mortgage Rate thereof, next 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, next to any default interest and other
amounts due on such Mortgage Loan and finally to Late Fees due with respect to
such Mortgage Loan.

                  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


                                      -52-
<PAGE>

ambiguity in this Agreement shall not be interpreted against the party drafting
the particular clause which is in question.

                                   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, and the
Depositor's rights under each Purchase Agreement that are permitted to be
assigned to the Trustee pursuant to Section 12 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, and all other assets included or to be
included in REMIC III for the benefit of REMIC IV. 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 thereby, 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, the Master Servicer or the Special Servicer shall be liable for any
failure by any Seller or the Depositor to comply with the document delivery
requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b).

                  (c) The applicable Seller shall, at the expense of the
applicable Seller of the related Mortgage Loan, as to each Mortgage Loan,
promptly (and in any event within 45 days following the receipt thereof) cause
to be submitted for recording or filing, as the case may be, in the appropriate
public office for real property records or UCC financing statements, as
appropriate, each assignment to the Trustee referred to in clauses (iv), (vi)(B)
and (ix) 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 Master


                                      -53-
<PAGE>

Servicer shall obtain therefrom at the expense of the related Seller a certified
copy of the recorded original. The Master Servicer shall forward copies thereof
to the Trustee and the Special Servicer. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Master Servicer shall direct each Seller pursuant to the applicable
Mortgage Loan Purchase Agreement promptly to prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and thereafter the
Master Servicer shall upon receipt thereof cause the same to be duly recorded or
filed, as appropriate.

                  (d) All relevant servicing documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans and
that are not required to be a part of a Mortgage File in accordance with the
definition thereof shall be delivered (subject to the requirements of the
Primary Servicing Agreements) to the Master Servicer on or before the Closing
Date and shall be held by the Master Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders. The Depositor shall deliver or cause
the related Seller to deliver to the Special Servicer a copy of each Mortgage
File to the extent that (i) such copy has not previously been delivered to the
Special Servicer and (ii) the Special Servicer requests (in writing) such copy
within 180 days following the Closing Date. The Depositor shall deliver or cause
the related Seller to deliver such copy within a reasonable period following
such request by the Special Servicer.

                  (e) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before
the Closing Date (i) 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, and (ii) a copy of a fully executed counterpart of each
Purchase Agreement, as in full force and effect on the applicable Closing Date.

                  (f) In connection herewith, the Depositor has acquired the
Principal Loans from Principal, the JHREF Loans from JHREF, the MSMC Loans from
MSMC and the Wells Fargo Loans from Wells Fargo. The Depositor will have
delivered the original Mortgage Notes (or lost note affidavits with copies of
the related Mortgage Notes, as described in the definition of Mortgage File)
relating to the 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
have delivered the original Mortgage Notes (or lost note affidavits with a
copies of the related Mortgage Notes, as described in the definition of Mortgage
File) relating to the JHREF Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. The Depositor will
have delivered the original Mortgage Notes (or lost note affidavits with copies
of the related Mortgage Notes, as described in the definition of Mortgage File)
relating to the MSMC Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. The Depositor will
have delivered the original Mortgage Notes (or lost note affidavits with copies
of the related Mortgage Notes, as described in the definition of Mortgage File)
relating to the Wells Fargo Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage


                                      -54-
<PAGE>

Notes and all related deeds of trust, mortgages and other loan documents. To
avoid the unnecessary expense and administrative inconvenience associated with
the execution and recording of multiple assignment documents, Principal, JHREF,
Wells Fargo and MSMC, as applicable, are required under the Mortgage Loan
Purchase Agreements to deliver Assignments of Mortgages and assignments of
Assignments of Leases and assignments of UCC financing statements naming the
Trustee, on behalf of the Certificateholders, as assignee. Notwithstanding the
fact that the assignments shall name the Trustee, on behalf of the
Certificateholders, as the assignee, the parties hereto acknowledge and agree
that for all purposes the Principal Loans shall be deemed to have been
transferred from Principal to the Depositor, the JHREF Loans shall be deemed to
have been transferred from JHREF to the Depositor, the Wells Fargo Loans shall
be deemed to have been transferred from Wells Fargo to the Depositor and the
MSMC Loans shall be deemed to have been transferred from MSMC to the Depositor,
and all Mortgage Loans shall be deemed to have been transferred from the
Depositor to the Trustee on behalf of the Certificateholders.

                  (g) The Primary Servicer, with respect to each Mortgage Loan
as to which it has servicing responsibility, shall, as to each Mortgage Loan
that is secured by the interest of the related Mortgagor under a ground lease,
at its own expense, promptly (and in any event within the later of (x) 45 days
of the Closing Date and (y) delivery to such Primary Servicer of a copy of the
ground lease by the related Seller) notify the related ground lessor of the
transfer of such Mortgage Loan to the Trust pursuant to this Agreement and
inform such ground lessor that any notices of default under the related ground
lease should thereafter be forwarded to the Primary Servicer.

                  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
REMIC III Regular Interests, in each case, in trust for the use and benefit of
all present and future Certificateholders.


                  On the initial Closing Date in respect of the Initial
Certification, and within 75 days after the initial Closing Date in respect of
the Final Certification, the Trustee shall examine the Mortgage Files in its
possession, and shall deliver to the Depositor, the Sellers, the Master
Servicer, the Special Servicer and the Operating Adviser a certification (the
"Initial Certification" and the "Final Certification", respectively, in the
respective forms set forth as Exhibit B-1 and Exhibit B-2 hereto) (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), (v) and (viii) of the
definition of Mortgage File required to be included in the Mortgage File, and
with respect to all documents specified in the other clauses of the definition
of Mortgage File to


                                      -55-
<PAGE>

the extent known by a Responsible Officer of the Trustee to be required pursuant
to this Agreement, are in its possession, (B) such documents have been reviewed
by it and have not been materially mutilated, damaged, defaced, torn or
otherwise physically altered, and such documents relate to such Mortgage Loan,
(C) based on its examination and only as to the Mortgage Note and Mortgage, the
street address of the Mortgaged Property and the name of the Mortgagor 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 and each Assignment of Mortgage has been
delivered as provided in clause (i) and clause (iv), respectively, of the
definition of Mortgage File. Notwithstanding the foregoing, the delivery of a
commitment to issue a Title Insurance Policy in lieu of the delivery of the
actual Title Insurance Policy shall not be considered a Document Defect with
respect to any Mortgage File if such actual Title Insurance Policy is delivered
to the Trustee or a Custodian on its behalf not later than the 180th day
following the Closing Date. The Trustee shall deliver to the Master Servicer,
the Special Servicer and each Seller a copy of such Final Certification.

                  Within 360 days after the Cut-Off Date, the Trustee shall
provide a confirmation of receipt of recorded assignments of Mortgage to the
Master Servicer, the Special Servicer 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 record any
unrecorded assignments of Mortgage (including effecting such recordation process
through or cooperating with the applicable Seller), such recordation to be at
the expense of the applicable Seller. 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, in the course of such review, the Trustee finds any
document constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (A) through (D) in the preceding paragraph, the Trustee
shall promptly notify the applicable Seller, the Master Servicer, the Special
Servicer, the Operating Adviser, and the Depositor in writing and the Master
Servicer shall, and the Special Servicer may, request such Seller to correct or
cure such defect in the manner and within the period or periods set forth in the
applicable Mortgage Loan Purchase Agreement and absent such correction or cure,
and, in the case of a defect which results from a failure to meet one or more
requirements of clauses (A) through (C) in the preceding paragraph, such defect
materially and adversely affects the value of the related Mortgage Loan or the
interest of the Trustee in the related Mortgage Loan (in the good faith judgment
of the Master Servicer or the Trustee), or in any event in the case of a defect
under (D), the Master Servicer shall, and the Special Servicer may, request the
applicable Seller, at such Seller's election, to, and such Seller shall be
required promptly upon such request, either (i) substitute for the related
Mortgage Loan, without recourse, a Qualifying Substitute Mortgage Loan or Loans,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.3; or (ii) purchase such Mortgage Loan from
the Trust at the Purchase Price therefor in


                                      -56-
<PAGE>

accordance with the related Mortgage Loan Purchase Agreement. The Purchase Price
for any such Mortgage Loan shall be paid to the Master Servicer and deposited by
the Master Servicer in the Certificate Account. Upon receipt by the Trustee of
written notification of deposit of the Purchase Price or other amount required
of the applicable Seller, signed by a Servicing Officer of the Master Servicer
(which notification shall include a statement as to the accuracy of the
calculation of the Purchase Price or other required deposit), the Trustee shall
release the related Trustee Mortgage File to the applicable Seller and the
Trustee and the Depositor shall execute and deliver such instruments of transfer
or assignment in the forms presented to it, in each case without recourse,
representation or warranty as shall be necessary to vest in such Seller, or its
designee, title (to the extent that such title was transferred to the Depositor
or the Trustee) to any Mortgage Loan released pursuant hereto, including title
to any property acquired in respect of such Mortgage Loan or proceeds of any
insurance policy with respect thereto.

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

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

                  (a) If any party hereto discovers that any document or
documents constituting a part of a Mortgage File has not been delivered as and
when required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgage
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect (a "Document Defect") or breach (a "Breach") materially
and adversely affects the interests of the holders of the Certificates, such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency. Promptly (but in any event within three (3) Business Days) upon
becoming aware of any such Document Defect or Breach, the Master Servicer shall,
and the Special Servicer may, request that the related Seller, not later than 85
days from such Seller's receipt of the notice of such Document Defect or Breach,
cure such Document Defect or Breach, as the case may be, in all material
respects; provided, however, that if such Document Defect or Breach, as the case
may be, cannot be corrected or cured in all material respects within such 85-day
period, and such Document Defect or 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 90 days.

                  If any such Document Defect or Breach cannot be corrected or
cured in all material respects within the above cure periods, the related Seller
will be obligated, not later than the last day of such permitted cure period, to
(i) repurchase the affected Mortgage Loan from the Trust at the applicable
Purchase Price in accordance with the related Mortgage Loan Purchase Agreement,
or (ii) if within the three-month period commencing on the Closing Date (or
within the two-year period commencing on the Closing Date if the related
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), at
the related Seller's option, replace such Mortgage Loan with


                                      -57-
<PAGE>

a Qualifying Substitute Mortgage Loan. If such Document Defect or Breach would
cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in
the Code), then notwithstanding the previous sentence, the repurchase must occur
within 85 days from the date the related Seller was notified of the defect and
substitution must occur within the sooner of (i) 85 days from the date the
related Seller was notified of the defect or (ii) two years from the Closing
Date.

                  As to any Qualifying Substitute Mortgage Loan or Loans, the
Master Servicer shall cause the related Seller to deliver to the Trustee for
such Qualifying Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, the related assignment of the 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. No substitution may be made in any calendar month after
the Determination Date for such month. Monthly payments due with respect to
Qualifying Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust and will be retained by Master Servicer and remitted by the
Master Servicer to the related Seller on the next succeeding Distribution Date.
For the month of substitution, distributions to Certificateholders will include
the Scheduled Payment due on the related Deleted Mortgage Loan for such month
and thereafter the related Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan.

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

                  In any month in which the related Seller substitutes one or
more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer will determine the amount (if any) by which the
aggregate principal balance of all such Qualified Substitute Mortgage Loans as
of the date of substitution is less than the aggregate principal balance of all
such Deleted Mortgage Loans (in each case after application of scheduled
principal portion of the monthly payments received in the month of
substitution). The Depositor shall cause the related Seller to deposit the
amount of such shortage into the Certificate Account in the month of
substitution, without any reimbursement thereof. In addition, the Depositor
shall cause the related Seller to deposit into the Certificate Account, together
with such shortage, if any, an amount equal to interest on the Deleted Mortgage
Loans at a rate equal to the sum of the applicable Mortgage Rate from the Due
Date as to which interest was last paid up to the Due Date next succeeding such
substitution together with the amount of unreimbursed Servicing


                                      -58-
<PAGE>

Advances, amounts required to be paid to the Special Servicer but remaining
unpaid or unreimbursed, and interest on unreimbursed Advances with respect to
such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause the
related Seller, in the case of the Mortgage Loans, to give notice in writing
(accompanied by an Officer's Certificate as to the calculation of such shortage)
to the Trustee, the Paying Agent and the Master Servicer of such event which
notice shall be accompanied by an Officers' Certificate as to the calculation of
such shortfall.

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

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

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



                                      -59-
<PAGE>

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

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

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



                                      -60-
<PAGE>

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
applicable Closing Date, the Depositor does hereby transfer, assign, set over,
deposit with and otherwise convey to the Trustee, without recourse, in trust,
all the right, title and interest of the Depositor in and to (i) the REMIC I
Regular Interests in exchange for the REMIC II Interests, (ii) the REMIC II
Regular Interests in exchange for the REMIC III Interests, and (iii) the REMIC
III Regular Interests in exchange for the REMIC IV 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-20 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 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 and Class M Certificates will be issuable
in denominations of $100,000 initial Certificate Balance or initial Notional
Amount (as applicable) or in any whole dollar denomination in excess thereof.
The Class R-I, Class R-II, Class R-III and Class R-IV Certificates will be
issued in minimum Percentage Interests of 10% and integral multiples of 10% in
excess thereof.

                  (c) Each Certificate shall, on original issue, be
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


                                      -61-
<PAGE>

Agreement, the Depositor may deliver Certificates to the Authenticating Agent
for authentication and the Authenticating Agent shall authenticate and deliver
such Certificates as in this Agreement provided and not otherwise. In the event
that additional Certificates need to be prepared at any time subsequent to the
Closing Date, the Depositor shall prepare, or cause to be prepared, deliver, or
cause to be delivered, at the Depositor's expense, any such additional
Certificates. With respect to the Class A, Class X, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M
Certificates, on the applicable 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.

                  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


                                      -62-
<PAGE>

satisfactory to the Certificate Registrar. Certificates delivered upon any such
exchange will evidence the same obligations, and will be entitled to the same
rights and privileges, as the Certificates surrendered. No service charge shall
be made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

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

                  (d) No transfer of a Subordinate or Residual Certificate or
any interest therein shall be made (A) to any employee benefit plan or other
retirement arrangement, including


                                      -63-
<PAGE>

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 (each, a
"Plan"), or (B) 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 Subordinate
Certificate that constitutes a Book-Entry Certificate, 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 Subordinate
or Residual Certificate held as a Definitive Certificate, the prospective
Transferee provides the Certificate Registrar with a certification of facts and
an Opinion of Counsel which establish to the satisfaction of the Certificate
Registrar that such transfer will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
subject the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the
Master Servicer, the Special Servicer or the Certificate Registrar to any
obligation in addition to those undertaken in this Agreement. Each Person who
acquires any Subordinate or Residual Certificate or interest therein (unless it
shall have acquired such Certificate or interest therein from the Depositor or
an Affiliate thereof or unless it shall have delivered to the Certificate
Registrar the certification of facts and Opinion of Counsel referred to in
clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar (or, in the case of an interest in a Subordinate
Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" of a Plan; or (ii) that 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.

                  (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 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,



                                      -64-
<PAGE>

                  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 Person, and that it has
                  reviewed the provisions of this Section 3.3(e) and agrees to
                  be bound by them. Furthermore, no transfer of any Ownership
                  Interest in a Noneconomic Residual Interest shall be made
                  unless either (1) (A) the Transferor conducts, at the time of
                  the transfer, 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 (B) the Transferor determines that the present
                  value of the anticipated tax liabilities associated with
                  holding the Noneconomic Residual Interest does not exceed the
                  sum of (x) the present value of any consideration given to the
                  proposed Transferee to acquire the Noneconomic Residual
                  Interest, (y) the present value of the expected future
                  distributions on the Noneconomic Residual Interest and (z) the
                  present value of the anticipated tax savings associated with
                  holding the Noneconomic Residual Interest as the Trust
                  generates losses or (2) the proposed Transferee provides the
                  Transferor with a certification of facts and an Opinion of
                  Counsel which establishes to the satisfaction of the
                  Transferor that such transfer will not be disregarded for tax
                  purposes. For the purposes of the preceding sentence, present
                  values shall be computed by using the "applicable Federal
                  rate" prescribed by Section 1274(d) of the Code, compounded
                  semiannually. Notwithstanding the foregoing, if Proposed
                  Treasury Regulation Section 1.860E-1(c)(4) is superceded by
                  changes in the federal income tax law, the foregoing
                  conditions shall be deemed modified in accordance with such
                  changes in the federal income tax law.

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

                           (D) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate shall agree (1) to require
                  a Transfer Affidavit and Agreement from any prospective
                  Transferee to whom such Person attempts to transfer its
                  Ownership Interest in such Residual Certificate and (2) not to
                  transfer its Ownership Interest in such Residual Certificate
                  unless it provides to the Certificate Registrar a certificate
                  substantially in the form attached hereto as Exhibit E-2
                  stating that, among other things, it has no actual knowledge
                  that such prospective Transferee is not a Permitted Transferee
                  or is not a United States Person.

                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate that is a "pass-through
                  interest holder" within the meaning of


                                      -65-
<PAGE>

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

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

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

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted Transferee, including
the information described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund,


                                      -66-
<PAGE>

partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Residual Certificate having as among its
record holders at any time any Person which is not a Permitted Transferee. The
Person holding such Ownership Interest shall be responsible for the reasonable
compensation of the Master Servicer and the Paying Agent for providing such
information.

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

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

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

                  (f) None of the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Paying Agent or the Certificate Registrar shall
have any liability to the Trust arising from a transfer of any Certificate in
reliance upon a certification, ruling or Opinion of Counsel described in this
Section 3.3; provided, however, that the Certificate Registrar shall not
register the transfer of a Residual Certificate if it has actual knowledge that
the proposed transferee does not meet the qualifications of a permitted Holder
of a Residual Certificate as set forth in Section 3.3(e); provided, further,
that the Certificate Registrar shall not register the transfer of a Noneconomic
Residual Interest if it shall have received notice that the Transferor has
determined, as a result of the investigation under Section 3.3(e)(B), 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).



                                      -67-
<PAGE>

                  (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 notice to the
Master Servicer, the Special Servicer and the Depositor of each transfer of a
Certificate and, upon written request, provide each such Person 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 Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent
and any agent of the Master Servicer, the Special Servicer, the Fiscal Agent,
the Paying Agent, the Trustee or the Operating Adviser may treat the Person in
whose name any Certificate is registered as of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Paying Agent or the Operating
Adviser shall be affected by any notice to the contrary.



                                      -68-
<PAGE>

                  SECTION 3.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. If three or more Certificateholders, a Certificateholder holding all
the Certificates of any Class of Certificates, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Operating Adviser or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the
Trustee or the Operating Adviser, as applicable, access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

                  SECTION 3.7 BOOK-ENTRY CERTIFICATES.

                  (a) The Class A-1, Class A-2, Class X, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class M
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.
The Certificates shall initially be registered on the Certificate Register in
the name of Cede & Co., the nominee of the Depository, as the initial Clearing
Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the Certificates, except as
provided in Section 3.9. Unless and until Definitive Certificates have been
issued to the Certificate Owners pursuant to Section 3.9:

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

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

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

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



                                      -69-
<PAGE>

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 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 Certificates evidenced by any Rule
144A-IAI Global 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


                                      -70-
<PAGE>

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, 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



                                      -71-
<PAGE>

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
Depository notifies the Depositor and the Certificate Registrar in writing that
the Depository 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 Depository through the Participants in writing (and the Depository so
advises the Depositor, the Certificate Registrar and the Master Servicer in
writing) that the continuation in global form of the Certificates being



                                      -72-
<PAGE>

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 Depository and request the Depository 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 by the
Master Servicer and, if the Master Servicer does not make such Advances, by the
Trustee, and if the Trustee does not make such Advances, by the Fiscal Agent
except to the extent that the Master Servicer, the Trustee or the Fiscal Agent,
as applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance.

                  SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

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



                                      -73-
<PAGE>

                  (b) If the Master Servicer determines that there is a P&I
Advance Amount for a Distribution Date, the Master Servicer shall on the Master
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account
being held for future distributions or withdrawals to make such Advance. Any
funds being held in the Certificate Account for future distribution or
withdrawal and so used shall be replaced by the Master Servicer from its own
funds by deposit in the Certificate Account on or before any future Master
Servicer Remittance Date to the extent that funds in the 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 Master Servicer and, if
the Master Servicer does not, the Trustee to the extent the Trustee receives
written notice from the Paying Agent that such advance has not been made by the
Master Servicer, and if the Trustee does not, the Fiscal Agent (if the Fiscal
Agent has knowledge that such Advance is required to be made) shall make
Servicing Advances to the extent provided in this Agreement, except to the
extent that the Master Servicer, the Trustee or the Fiscal Agent, as applicable,
determines in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance. Such determination by the Master Servicer shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders. The Special Servicer shall not be required to make Servicing
Advances under this Agreement. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance, the Paying Agent shall promptly
notify the Trustee in writing of the failure by the Master Servicer to make such
Servicing Advance.

                  SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

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

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


                                      -74-
<PAGE>

unless the Trustee determines that such Servicing Advance, if made, would be a
Nonrecoverable Advance.

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

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

                  SECTION 4.4 EVIDENCE OF NONRECOVERABILITY. If the Master
Servicer determines at any time, in its sole discretion, exercised in good
faith, that any Advance previously made or proposed Advance, if made, would
constitute a Nonrecoverable Advance, such determination shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Paying Agent, the Special
Servicer, the Operating Adviser and the Rating Agencies by the Business Day
prior to the Distribution Date. Such Officer's Certificate shall set forth the
reasons for such determination of nonrecoverability, together with, to the
extent such information, report or document is in the Master Servicer's
possession, any related financial information such as related income and expense
statements, rent rolls, occupancy status, property inspections and any
Appraisals performed within the last 12 months on the Mortgaged Property, and,
if such reports are used by the Master Servicer to determine that any P&I
Advance or Servicing Advance, as applicable, would be a Nonrecoverable Advance,
any engineers' reports, environmental surveys, internal final valuations or
other information relevant thereto which support such determination. If the
Trustee or the Fiscal Agent, as applicable, determines at any time that any
portion of an Advance previously made or a portion of a proposed Advance that
the Trustee or the Fiscal Agent, as applicable, is required to make pursuant to
this Agreement, if made, would constitute a Nonrecoverable Advance, such
determination shall be evidenced by an Officer's Certificate of a Responsible
Officer of the Trustee or the Fiscal Agent, as applicable, delivered to the
Depositor, the Master Servicer, the Paying Agent, the Special Servicer and the
Operating Adviser similar to the Officer's Certificate of the Master Servicer
described in the prior sentence. The Trustee and the Fiscal Agent shall not be
required to make an Advance that the Master Servicer has previously determined
to be a Nonrecoverable Advance. Notwithstanding any other provision of this
Agreement, none of the Master Servicer, the Trustee or the Fiscal Agent shall be
obligated to, nor shall it, make any Advance or make any payment that is
designated in this Agreement to be an Advance, if it determines in its good
faith judgment that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. The Master
Servicer's determination in accordance with the above provisions shall be
conclusive and binding on the Trustee, the Fiscal Agent, the Paying Agent and
the Certificateholders.

                  SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING
ADVANCES WITH RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from
the Master



                                      -75-
<PAGE>

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. For purposes of determining whether a P&I
Advance is outstanding, amounts collected with respect to a particular Mortgage
Loan or REO Property and treated as collections of principal or interest shall
be applied first to reimburse the earliest P&I Advance and then each succeeding
P&I Advance to the extent not inconsistent with Section 4.6. The Master Servicer
and the Special 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 and
Specially Serviced Mortgage Loans, respectively, Late Fees and default interest
from the Mortgagor in an amount sufficient to pay Advance Interest. The Master
Servicer shall be entitled to retain Late Fees paid by any Mortgagor with
respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan, as
to which the Special Servicer shall retain Late Fees) as additional servicing
compensation to the extent such Late Fees exceed Advance Interest. The Special
Servicer, with respect to any Specially Serviced Mortgage Loan, shall (i) pay
from any related Late Fees outstanding and unpaid Advance Interest to the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, and (ii) retain any
remaining portion of such Late Fees 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) 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 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 Mortgage
Loans, Specially Serviced Mortgage Loans or REO Property, 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 or Specially Serviced Mortgage Loans
or REO Property, 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 or Specially Serviced
Mortgage Loans or REO Property, plus any Advance Interest owed to the Trustee
with respect to such Advances and then (iii) the Master Servicer for any
Advances outstanding to the Master Servicer with respect to any of such Mortgage
Loans, plus any Advance Interest owed to the Master Servicer with respect to
such Advances. To the extent that any Advance Interest payable to the Master
Servicer, the Trustee or the Fiscal Agent with respect to a Specially Serviced
Mortgage Loan or REO Property cannot be recovered from the related Mortgagor,
the amount of such Advance Interest shall be treated as a Servicing Advance and
shall be payable to the Fiscal Agent, the Trustee or the Master Servicer, as the
case may be, from amounts on deposit in the Certificate Account or the
Distribution Account pursuant to Section 5.2(a) or Section 5.3(b)(ii). The
Master Servicer's, the Fiscal Agent's and the Trustee's right of reimbursement
under this


                                      -76-
<PAGE>

Agreement for Advances shall be prior to the rights of the Certificateholders to
receive any amounts recovered with respect to such Mortgage Loans or REO
Properties.

                  (c) Advance Interest will be paid to the Fiscal Agent, the
Trustee and/or the Master Servicer (in accordance with the priorities specified
in the preceding paragraph) first from Late Fees and default interest collected
with respect to the Mortgage Loans as to which the related Advances were made,
and then from Excess Liquidation Proceeds.

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

                  (e) To the extent that the Special Servicer incurs
out-of-pocket expenses, in accordance with the Servicing Standard, in connection
with servicing Specially Serviced Mortgage Loans, the Master Servicer shall
reimburse the Special Servicer for such expenditures within 30 days after
receiving an invoice and a report from the Special Servicer, subject to Section
4.4. With respect to each Collection Period, the Special Servicer shall deliver
such invoice and report to the Master Servicer by the following Determination
Date. All such amounts reimbursed by the Master Servicer shall be a Servicing
Advance. In the event that the Master Servicer determines that such Servicing
Advance, if made, would be a Nonrecoverable Advance and the Master Servicer does
not make such payment, the Special Servicer shall notify the Master Servicer and
the Paying Agent in writing of such nonpayment and the amount payable to the
Special Servicer and shall be entitled to receive reimbursement from the Trust
as an Additional Trust Expense. The Master Servicer, the Paying Agent and the
Trustee shall have no obligation to verify the amount payable to the Special
Servicer pursuant to this Section 4.6(e) and circumstances surrounding the
notice delivered by the Special Servicer pursuant to this Section 4.6(e).

                  SECTION 4.7 FISCAL AGENT TERMINATION EVENT. "Fiscal Agent
Termination Event," wherever used herein, means any one of the following events:

                  (i) Any failure by the Fiscal Agent to remit to the Paying
Agent when due any required 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 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



                                      -77-
<PAGE>

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

                  (v) Fitch shall indicate its intent to reduce, qualify or
withdraw, as applicable, the outstanding rating of any Class of Certificates
because the prospective financial condition or capacity to make Advances of the
Fiscal Agent is insufficient to maintain such rating; or (vi) The long-term
unsecured debt of the Fiscal Agent is rated below AA by Fitch.

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

                  SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

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

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

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



                                      -78-
<PAGE>

Counsel acceptable to the Trustee (which opinion shall be at the expense of the
Fiscal Agent) stating that all conditions precedent to such action under this
Section 4.9 have been completed and such action is permitted by and complies
with the terms of this Section 4.9.

                  SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND
OTHERS. Neither the Fiscal Agent nor any of the directors, officers, employees,
agents or Controlling Persons of the Fiscal Agent shall be under any liability
to the Certificateholders, the Depositor or the Trustee for any action taken or
for refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any director, officer, employee or agent of
the Fiscal Agent may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Fiscal Agent shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its obligations
under this Agreement. In such event, all legal expenses and costs of such action
shall be expenses and costs of the Trust, and the Fiscal Agent shall be entitled
to be reimbursed therefor as Servicing Advances as provided by this Agreement.
The provisions of this Section 4.10 shall survive the resignation or removal of
the Fiscal Agent and the termination of this Agreement.

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


                                      -79-
<PAGE>

including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights the Fiscal Agent,
its directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 4.11, unless the Depositor's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Fiscal Agent.

                                   ARTICLE V

                           ADMINISTRATION OF THE TRUST

                  SECTION 5.1 COLLECTIONS.

                  (a) On or prior to the Closing Date, the Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "Wells Fargo Bank, National Association, as Master
Servicer for LaSalle Bank National Association, as Trustee for the Holders of
Morgan Stanley Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1" (the "Certificate Account"). On or prior to the
Closing Date, the Master Servicer shall open, or cause to be opened, and shall
maintain, or cause to be maintained an additional separate account or accounts
in the name of "Wells Fargo Bank, National Association, as Master Servicer for
LaSalle Bank National Association, as Trustee for the Holders of Morgan Stanley
Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through Certificates,
Series 2000-LIFE1" (the "Interest Reserve Account").

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

                  (c) The Master Servicer shall deposit, or cause to be
deposited, into the Certificate Account on the Business Day following receipt
(or, in the case of an inadvertent failure to make such deposit on the Business
Day following receipt, within 3 Business Days of discovery of such failure and
in the case of unscheduled remittances of principal or interest, on the Business
Day following identification of the proper application of such amounts), the
following amounts received by it (including amounts remitted to the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14 or
as Compensating Interest pursuant to Section 9.11), other than in respect of
interest and principal on the Mortgage Loans due on or before the Cut-Off Date
which shall be remitted to the Depositor (provided that the Master Servicer (I)
may retain amounts otherwise payable to the Master Servicer as provided in



                                      -80-
<PAGE>

Section 5.2(a) rather than deposit them into the Certificate Account, (II)
shall, rather than deposit them in the Certificate Account, directly remit to
the Primary Servicers the applicable Primary Servicing Fees payable as provided
in Section 5.2(a)(iv)(unless already retained by the applicable Primary
Servicer), and (III) shall, rather than deposit them in the Certificate Account,
directly remit the Excess Servicing Fees to the holders thereof as provided in
Section 5.2(a)(iv))(unless already retained by the applicable holder of the
excess servicing rights)):

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

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

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

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

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

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

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

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

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

                                      -81-
<PAGE>

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

                  (d) The Master Servicer, with respect to each Distribution
Date occurring in January (other than in any leap year) and February of each
year, shall deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan, an amount equal to one day's interest at the related REMIC I Net
Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of the
Due Date in the month in which such Distribution Date occurs, to the extent a
Scheduled Payment or P&I Advance is timely made in respect thereof for such Due
Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount").

                  (e) Funds in the Certificate Account and Interest Reserve
Account may be invested and, if invested, shall be invested by, and at the risk
of, the Master Servicer in Eligible Investments selected by the Master Servicer
which shall mature, unless payable on demand, not later than the Business Day
immediately preceding the next Master Servicer Remittance Date, and any such
Eligible Investment shall not be sold or disposed of prior to its maturity
unless payable on demand. All such Eligible Investments shall be made in the
name of "LaSalle Bank National Association, as Trustee for the Holders of the
Morgan Stanley Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1." None of the Depositor, the Mortgagors, the
Paying Agent or the Trustee shall be liable for any loss incurred on such
Eligible Investments.

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



                                      -82-
<PAGE>

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

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

                  (a) The Master Servicer shall, from time to time, make
withdrawals from the Certificate Account and remit them by wire transfer prior
to 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 (w) to such account as it shall determine from time to time of amounts
payable to the Master Servicer from the Certificate Account pursuant to clauses
(i), (ii), (iii), (iv), (vi), (viii) and (ix) below; (x) to the account
specified in writing by the Paying Agent from time to time of amounts payable to
the Paying Agent and the Trustee from the Certificate Account pursuant to
clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and (y) to the
Special Servicer from time to time of amounts payable to the Special Servicer
from such Certificate Account pursuant to clauses (i), (iv), (vi), and (vii)
below of the following amounts, from the amounts specified for the following
purposes:

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



                                      -83-
<PAGE>

                  (ii) Servicing Advances (including amounts later determined to
be Nonrecoverable Advances): to apply, pursuant to Section 4.6, (x) prior to a
Final Recovery Determination or determination in accordance with Section 4.4
that any Advance is a Nonrecoverable Advance, payments made by the 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 or (y) after a Final Recovery
Determination or determination that any Advance is a Nonrecoverable Advance, any
funds on deposit in the Certificate Account (regardless of whether such amount
was recovered from the applicable Mortgage Loan or REO Property), to reimburse
the Fiscal Agent, the Trustee and itself, in that order, as provided in, and
subject to, Article IV hereof, for any Servicing Advances (and Advance Interest
thereon not paid in accordance with Section 4.6(c)) made with respect to a
Mortgage Loan or REO Property and not previously reimbursed;

                  (iii) P&I Advances (including amounts later to be determined
to be Nonrecoverable Advances): to apply pursuant to Section 4.6, (x) prior to a
Final Recovery Determination or determination that any Advance is a
Nonrecoverable Advance, payments 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 or (y) after a Final Recovery Determination or determination in
accordance with Section 4.4 that any Advance is a Nonrecoverable Advance, for
any Mortgage Loan, any funds on deposit in the Certificate Account (regardless
of whether such amount was recovered from the applicable Mortgage Loan or REO
Property), to reimburse the Fiscal Agent, the Trustee and itself, in that order,
in accordance with Article IV hereof, for any P&I Advances (and Advance Interest
thereon not paid in accordance with Section 4.6(c)) previously made by it with
respect to the related Mortgage Loan or REO Property and not previously
reimbursed;

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

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

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

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

                  (viii) Investment Income: to pay to itself income and gain
realized on the investment of funds deposited in such Certificate Account
relating to the Trust;



                                      -84-
<PAGE>

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

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

                  (xi) Distribution Account: to make payment on each Master
Servicer Remittance Date to the Distribution Account of the remaining amounts in
the Certificate Account other than amounts held for payment in future periods or
pursuant to clauses (xii) and (xiii) below;

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

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

                  The Master Servicer shall keep and maintain a separate
accounting for each Mortgage Loan for the purpose of justifying any withdrawal
from the Certificate Account.

                  (b) Scheduled Payments due in a Collection Period succeeding
the Collection Period relating to such Master Servicer Remittance Date,
Principal Prepayments received after the related Collection Period, or other
amounts not distributable on the related Distribution Date, shall be held in the
Certificate Account and shall be distributed on the Master Servicer Remittance
Date or Dates to which such succeeding Collection Period or Periods relate.

                  (c) On each Master Servicer Remittance Date in March of every
year commencing in March 2001, the Master Servicer shall withdraw all amounts
then in the Interest Reserve Account and deposit such amounts into the
Distribution Account.

                  SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

                  (a) The Paying Agent, on behalf of the Trustee, shall
establish (with respect to clause (i), on or prior to the Closing Date, and with
respect to clause (ii), on or prior to the date the Paying Agent determines is
necessary) and maintain in its name, on behalf of the Trustee, (i) an account
(the "Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Norwest Bank
Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1, 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: "Norwest Bank



                                      -85-
<PAGE>

Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Morgan Stanley Capital I, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2000-LIFE1, Reserve Account." The Distribution Account and the Reserve
Account shall be Eligible Accounts. Funds in the Distribution Account and in the
Reserve Account shall not be invested. The Distribution Account and Reserve
Account shall be held separate and apart from and shall not be commingled with
any other monies including, without limitation, other monies of the Paying Agent
held under this Agreement.

                  (b) The Paying Agent shall deposit into the Distribution
Account or the Reserve Account, as applicable, on the Business Day received all
moneys remitted by the Master Servicer pursuant to this Agreement, including P&I
Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all
Excess Liquidation Proceeds. On any Master Servicer Remittance Date, the Master
Servicer shall have no duty to remit to the Distribution Account any amounts
other than amounts held in the Certificate Account and collected during the
related Collection Period as provided in clauses (v) and (xi) of Section 5.2 and
the P&I Advance Amount, and, on the Master Servicer Remittance Date occurring in
March of any year, commencing in March 2001, amounts held in the Interest
Reserve Account. The Paying Agent shall make withdrawals from the Distribution
Account and the Reserve Account only for the following purposes:

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

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

                  (iii) to make distributions to the Certificateholders pursuant
to Section 6.4; and

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

                  SECTION 5.4 PAYING AGENT REPORTS.

                  (a) Based solely on (and to the extent of the information
contained in) the Master Servicer Remittance Report provided to the Paying Agent
by the Master Servicer (no later than the Report Date), on each Distribution
Date, the Paying Agent shall be required to provide or make available either
electronically or by first class mail (or such other medium as the Depositor
shall reasonably request, the incremental cost of which shall be paid in advance
by the recipient thereof), to each Certificateholder, the Operating Adviser, the
Trustee, the Rating Agencies, the Master Servicer, the Special Servicer, the
Primary Servicers, each Placement Agent, each Underwriter, the Depositor and
anyone the Depositor, any Placement Agent or any Underwriter reasonably
designates (i) a Monthly Certificateholders Report (substantially in the form of
Exhibit M) and (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 Prospectus Supplement



                                      -86-
<PAGE>

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. The Paying Agent shall be entitled to conclusively
rely on any such information provided to it by the Master Servicer or the
Special Servicer and shall have no obligation to verify any such information and
the Paying Agent may disclaim responsibility for any information distributed by
the Paying Agent for which it is not the original source.

                  Upon written request, the Paying Agent shall send the reports
described in the preceding paragraph to any Certificate Owner or
Certificateholder by first class mail at no cost to such Certificate Owner or
Certificateholder. In addition, the Paying Agent shall make the reports
described in the preceding paragraph available to the Depositor, the Rating
Agencies, the parties hereto, each Underwriter, the Certificateholders and the
Certificate Owners that provide the Paying Agent with an Investor Certificate
substantially in the form of Exhibit Y, through its website, initially located
at www.ctslink.com/cmbs (the "Paying Agent's Website"). In addition, from time
to time the Paying Agent will make available to any interested person via the
Paying Agent's Website (i) the Unrestricted Servicer Reports, (ii) the Bond
Level File and (iii) the Collateral Summary File. The Paying Agent shall also
make the Restricted Servicer Reports and the Operating Statement Analysis Report
available on a restricted basis via the Paying Agent's Website to any Privileged
Person, the parties to this Agreement, each Underwriter, the Rating Agencies,
and any other Persons designated in writing by the Depositor. For purposes of
this paragraph, a "Privileged Person" shall mean any Certificateholder or
Certificate Owner who provides the Paying Agent with an Investor Certificate
substantially in the form of Exhibit Y. In addition, the Paying Agent shall also
make available as a convenience for interested parties (and not in furtherance
of the distribution thereof under the securities laws), the Prospectus
Supplement, the Prospectus and this Agreement. For assistance with the
above-mentioned Paying Agent services, Certificateholders or any party hereto
may initially call (301) 815-6600. The Paying Agent shall not be deemed to have
made any representations or warranties as to the accuracy or completeness of
such documents and will assume no responsibility therefor. In addition, the
Paying Agent may disclaim responsibility for any information distributed by it
of which information the Paying Agent 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. The Paying Agent shall
not 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 performance of its duties hereunder. The
provisions set forth above regarding the availability and delivery of specified
information to various parties shall not be deemed to limit or otherwise qualify
the other provisions set forth in this Agreement regarding the availability and
delivery of specified information to the Operating Adviser and Non-Investment
Grade Requesting Certificateholders.

                  (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


                                      -87-
<PAGE>

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, a report summarizing the items (in clauses (i), (ii) and (xi) of the
definition of Monthly Certificateholders Report) provided to Certificateholders
pursuant to this Section 5.4 on an annual basis and such other customary
information as the Paying Agent deems may be necessary or desirable for such
Holders to prepare their federal income tax returns.

                  (d) On each Distribution Date, the Paying Agent shall provide
to each Placement Agent, each Underwriter, the Rating Agencies, the Depositor,
the Operating Adviser, the Master Servicer, the Special Servicer, the Primary
Servicers, the Trustee, the Fiscal Agent, anyone the Depositor or any Placement
Agent or any Underwriter reasonably designates, and upon request to any
Certificateholder, Certificate Owner (as identified by such Certificate Owner)
or prospective Certificate Owner (as identified to the Paying Agent by any
existing Certificateholder or Certificate Owner), a report substantially in the
form of Exhibit Q (which shall be made available electronically as the Paying
Agent may determine from time to time) with the information contained therein
updated to the date of such report.

                  (e) The Paying Agent shall afford the Rating Agencies, the
Depositor, the Master Servicer, the Special Servicer, the Primary Servicers, the
Trustee, the Fiscal Agent, the Operating Adviser, 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 Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Operating Adviser, any Placement Agent or any Underwriter or
any Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

                  (g) The Trustee shall make available at its Corporate Trust
Office (either in physical or electronic form), during normal business hours,
upon reasonable advance written notice for review by any Certificateholder, any
Certificate Owner, any Prospective Investor, the Underwriters, each Rating
Agency, the Special Servicer 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, if any, collected or otherwise obtained by or
on behalf of the Master Servicer or the Special Servicer and delivered to the
Trustee, (iii) any Phase I Environmental Report or engineering report


                                      -88-
<PAGE>

prepared or appraisals performed in respect of each Mortgaged Property provided,
however, that the Trustee shall be permitted to require payment by the
requesting party (other than either Rating Agency) of a sum sufficient to cover
the reasonable expenses actually incurred by the Trustee of providing access or
copies (including electronic or digital copies) of any such information
reasonably requested in accordance with the preceding sentence.

                  (h) On or within two Business Days following each Distribution
Date, the Paying Agent shall prepare and furnish to each Financial Market
Publisher and each Underwriter, using the format and media mutually agreed upon
by the Paying Agent, the Financial Market Publisher and the Underwriters, the
following information regarding each Mortgage Loan and any other information
reasonably requested by any Underwriter and available to the Paying Agent:

                  (i) the Loan Periodic Update File; and

                  (ii) the Monthly Certificateholders Report.

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

                                   ARTICLE VI

                                  DISTRIBUTIONS

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


                                      -89-
<PAGE>


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


                  Each distribution to Holders of Certificates shall be made by
check mailed to such Holder's address as it appears on the Certificate Register
of the Certificate Registrar or, upon written request to the Paying Agent no
later than five days after the related Record Date (or upon standing
instructions given to the Paying Agent on the Closing Date or within five days
after any Record Date, which instructions may be revoked at any time thereafter
upon written notice to the Paying Agent five days after the related Record Date)
made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder; provided, that
(i) remittances to the Paying Agent shall be made by wire transfer of
immediately available funds to the Distribution Account and the Reserve Account;
and (ii) the final distribution in respect of any Certificate shall be made only
upon presentation and surrender of such Certificate at such location specified
by the Paying Agent in a notice delivered to Certificateholders pursuant to
Section 10.2(a). If any payment required to be made on the Certificates is to be
made on a day that is not a Business Day, then such payment will be made on the
next succeeding Business Day without compensation for such delay. All
distributions or allocations made with respect to Holders of Certificates of a
Class on each Distribution Date shall be made or allocated among the outstanding
Interests in such Class in proportion to their respective initial Certificate
Balances or Percentage Interests for the Class X Certificates.

                  SECTION 6.2 REMIC I.

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

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

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

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

                  (iv) thereafter, to the Class R-I Certificateholders at such
time as the Certificate Balance of all Classes of REMIC I Regular Interests have
been reduced to zero, and Realized


                                      -90-
<PAGE>

Losses previously allocated thereto have been reimbursed to the Holders of the
REMIC I Regular Interests, any amounts remaining.

                  SECTION 6.3 REMIC II.

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

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

                  (ii) to the REMIC II Regular Interest A-1, the Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of
the REMIC II Regular Interest A-1 has been reduced to zero;

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

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



                                      -91-
<PAGE>

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

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

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

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


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

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

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

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

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

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



                                      -92-
<PAGE>

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

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

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

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

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

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

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

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

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

                  (xxiv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest G, to the REMIC II Regular Interest H, the Principal
Distribution Amount for such



                                      -93-
<PAGE>

Distribution Date (reduced by any portion thereof deemed to be distributed to
the REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II
Regular Interest B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC
II Regular Interest E, REMIC II Regular Interest F and REMIC II Regular Interest
G), until the Certificate Balance of the REMIC II Regular Interest H has been
reduced to zero;

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

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

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

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

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

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

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

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



                                      -94-
<PAGE>

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

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

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

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

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

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

                  SECTION 6.4 REMIC III.

                  (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
III Regular Interests, for the following purposes and in the following order of
priority:

                  (i) an amount equal to Distributable Certificate Interest for
the Class A-1 Certificates, Class A-2 Certificates and Class X Certificates to
REMIC III Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III
Regular Interest B, REMIC III Regular Interest C, REMIC III Regular Interest D,
REMIC III Regular Interest E, REMIC III Regular Interest F, REMIC III Regular
Interest G and REMIC III Regular Interest X, divided among such REMIC III
Regular Interests in proportion to (A) in the case of the REMIC III Regular
Interest A-1 and REMIC III Regular Interest A-2, the Accrued Certificate
Interest for such Distribution Date, (B)


                                      -95-
<PAGE>

in the case of REMIC III Regular Interest B, REMIC III Regular Interest C, REMIC
III Regular Interest D, REMIC III Regular Interest E, REMIC III Regular Interest
F and REMIC III Regular Interest G, the product of one-twelfth of the
Certificate Balance of such Interest and the Class X Strip Rate for the related
Class of Certificates and (C) in the case of REMIC III Regular Interest X, the
REMIC III Regular Interest X Interest Amount;

                  (ii) to the REMIC III Regular Interest A-1, the Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of
the REMIC III Regular Interest A-1 has been reduced to zero;

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

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

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

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

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

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



                                      -96-
<PAGE>

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

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

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

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

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

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

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

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

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

                  (xviii) upon payment in full of the Certificate Balance of the
REMIC III Regular Interest E, to the REMIC III Regular Interest F, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III
Regular Interest A-2, REMIC III Regular Interest B, REMIC


                                      -97-
<PAGE>

III Regular Interest C, REMIC III Regular Interest D and REMIC III Regular
Interest E), until the Certificate Balance of the REMIC III Regular Interest F
has been reduced to zero;

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

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

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

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

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

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

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

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

                  (xxvii) upon payment in full of the Certificate Balance of the
REMIC III Regular Interest H, to the REMIC III Regular Interest J, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC III Regular Interest A-1, REMIC III
Regular Interest A-2, REMIC III Regular Interest B, REMIC III Regular Interest
C, REMIC III Regular Interest D, REMIC III Regular Interest E, REMIC III


                                      -98-
<PAGE>

Regular Interest F, REMIC III Regular Interest G and REMIC III Regular Interest
H), until the Certificate Balance of the REMIC III Regular Interest J has been
reduced to zero;

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

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

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

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

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

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

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

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

                  (xxxvi) upon payment in full of the Certificate Balance of the
REMIC III Regular Interest L to the REMIC III Regular Interest M, the Principal
Distribution Amount for such Distribution Date (reduced by any portion thereof
deemed to be distributed to the REMIC III


                                      -99-
<PAGE>

Regular Interest A-1, REMIC III Regular Interest A-2, REMIC III Regular Interest
B, REMIC III Regular Interest C, REMIC III Regular Interest D, REMIC III Regular
Interest E, REMIC III Regular Interest F, REMIC III Regular Interest G, REMIC
III Regular Interest H, REMIC III Regular Interest J, REMIC III Regular Interest
K and REMIC III Regular Interest L), until the Certificate Balance of the REMIC
III Regular Interest M has been reduced to zero;

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

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


                  SECTION 6.5 REMIC IV

                  (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 in the following amounts and order of
priority:

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

                  (ii) to the Holders of the Class A-1 Certificates, the
Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of the Class A-1 Certificates has been reduced to zero;

                  (iii) upon payment in full of the Certificate Balance of the
Class A-1 Certificates, to the Holders of the Class A-2 Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A-1 Certificates), until the
Certificate Balance of the Class A-2 Certificates has been reduced to zero;

                  (iv) to the Holders of the Class A Certificates and Class X
Certificates, pro rata, to reimburse any Realized Losses previously allocated
thereto plus interest on such Realized Losses compounded monthly at one-twelfth
the applicable Pass-Through Rate;

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

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



                                     -100-
<PAGE>

                  (vii) to the Holders of the Class B Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses compounded monthly at one-twelfth the applicable Pass-Through Rate);

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

                  (ix) 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 portion thereof
distributed to the Holders of the Class A and Class B Certificates), until the
Certificate Balance of the Class C Certificates has been reduced to zero;

                  (x) to the Holders of the Class C Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses compounded monthly at one-twelfth the applicable Pass-Through Rate;

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

                  (xii) 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 portion thereof
distributed to the Holders of the Class A, Class B and Class C Certificates),
until the Certificate Balance of the Class D Certificates has been reduced to
zero;

                  (xiii) to the Holders of the Class D Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the applicable
Pass-Through Rate;

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

                  (xv) 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 portion thereof
distributed to the Holders of the Class A, Class B, Class C and Class D
Certificates), until the Certificate Balance of the Class E Certificates has
been reduced to zero;

                  (xvi) to the Holders of the Class E Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses compounded monthly at one-twelfth the applicable Pass-Through Rate;

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

                  (xviii) 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


                                     -101-
<PAGE>

Distribution Date (reduced by any portion thereof distributed to the Holders of
the Class A, Class B, Class C, Class D and Class E Certificates), until the
Certificate Balance of the Class F Certificates has been reduced to zero;

                  (xix) to the Holders of the Class F Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses compounded monthly at one-twelfth the applicable Pass-Through Rate;

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

                  (xxi) 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 portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E
and Class F Certificates), until the Certificate Balance of the Class G
Certificates has been reduced to zero;

                  (xxii) to the Holders of the Class G Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate;

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

                  (xxiv) 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 portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F and Class G Certificates), until the Certificate Balance of the Class H
Certificates has been reduced to zero;

                  (xxv) to the Holders of the Class H Certificates, to reimburse
any Realized Losses previously allocated thereto, plus interest on such Realized
Losses compounded monthly at one-twelfth the Pass-Through Rate;

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

                  (xxvii) 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 a any portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates), until the Certificate Balance of the
Class J Certificates has been reduced to zero;

                  (xxviii) to the Holders of the Class J Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate;



                                     -102-
<PAGE>

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

                  (xxx) 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 portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class J Certificates), until the Certificate
Balance of the Class K Certificates has been reduced to zero;

                  (xxxi) to the Holders of the Class K Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate;

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

                  (xxxiii) 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 portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates), until the
Certificate Balance of the Class L Certificates has been reduced to zero;

                  (xxxiv) to the Holders of the Class L Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate;

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

                  (xxxvi) 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 portion thereof
distributed to the Holders of the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K and Class L Certificates), until the
Certificate Balance of the Class M Certificates has been reduced to zero;

                  (xxxvii) to the Holders of the Class M Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses compounded monthly at one-twelfth the Pass-Through Rate;
and

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

                  Notwithstanding the foregoing, on each Distribution Date
occurring on or after the earliest date, if any, upon which the Certificate
Balances of all 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 Classes of Subordinate Certificates, the Principal


                                     -103-
<PAGE>

Distribution Amount will be distributed, first, to the Holders of the Class A-1
and Class A-2 Certificates, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero; and, second, to the
Holders of the Class A-1 and Class A-2 Certificates, pro rata, based on the
respective amounts of unreimbursed Realized Losses previously allocated to each
such Class.

                  The parties hereto acknowledge that a Realized Loss allocated
to a Principal Balance Certificate on any date shall reduce the Notional Amount
of the Class X Certificates but not be allocated to the Class X Certificates
until the Certificate Balance of the Class B Certificates has been reduced to
zero on that date as a result of Realized Losses.

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

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

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.

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

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

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

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

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

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


                                     -104-
<PAGE>

Loan; (y) Servicing Advances; and (z) Advance Interest. The portion of the
amount so withdrawn from the Certificate Account that is allocable to:

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

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

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

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

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

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

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



                                     -105-
<PAGE>

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

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

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

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

                  (f) REMIC IV. On each Distribution Date, all Realized Losses
on the REMIC III Regular Interests for such Distribution Date (or for prior
Distribution Dates, to the extent not previously allocated) shall be allocated
to the REMIC Regular Certificates in Reverse Sequential


                                     -106-
<PAGE>

Order, with such reductions being allocated among the Class A-1 Certificates,
Class A-2 Certificates and Class X 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 and Expense Losses
shall not reduce the Aggregate Certificate Balance of the REMIC Regular
Certificates below the sum of the Aggregate Certificate Balances of the REMIC
III Regular Interests.

                  SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On
each Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in
REMIC I, shall be allocated among the REMIC I Regular Interests, pro rata in
proportion to the Accrued Certificate Interest for each such REMIC I Regular
Interest for such Distribution Date and shall reduce Distributable Certificate
Interest for each such Interest. On each Distribution Date, any Net Aggregate
Prepayment Interest Shortfalls in REMIC II shall be allocated among the REMIC II
Regular Interests, pro rata in proportion to the Accrued Certificate Interest
for each such REMIC II Regular Interest for such Distribution Date and shall
reduce Distributable Certificate Interest for each such Interest. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC III
shall be allocated among the REMIC III Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC III Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, the amount of any Net Aggregate
Prepayment Interest Shortfalls on the REMIC IV Regular Interests in the
aggregate shall be allocated to each Class of Certificates, pro rata, in
proportion to the amount of Accrued Certificate Interest payable to such Class
of Certificates on such Distribution Date, in each case reducing interest
otherwise payable thereon. The amount of Net Aggregate Prepayment Interest
Shortfalls allocated to a Class of Certificates pursuant to the preceding
sentence shall reduce the Distributable Certificate Interest for such Class for
such Distribution Date.

                  SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing
Fee and Special Servicing Fee payable to the Master Servicer and the Special
Servicer, respectively, shall be adjusted as provided in Section 8.10(c) and
Section 9.11 herein. Any amount retained by REMIC I as a result of a reduction
of the Master Servicing Fee and the Special Servicing Fee shall be treated as
interest collected with respect to the prepaid Mortgage Loans with respect to
which the Master Servicing Fee or Special Servicing Fee adjustment occurs.

                  SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on
which an Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing such Mortgage Loan, if such
Principal Balance exceeds $2,000,000 or (B) at the option of the Special
Servicer, if such Principal Balance is less than or equal to $2,000,000, either
an internal valuation prepared by the Special Servicer in accordance with MAI
standards or an Appraisal which in all cases shall be completed as of the date
that such Mortgage Loan becomes a Required Appraisal Loan; provided that if the
Special Servicer had completed or obtained an Appraisal or internal valuation
within the immediately prior 12 months, the Special Servicer may rely on such
Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an


                                     -107-
<PAGE>

Appraisal of a Mortgaged Property after receipt of the notice described in
clause (ii) of the definition of Appraisal Event, such Appraisal will be
obtained no later than 60 days after receipt of such notice and an internal
valuation will be obtained no later than 60 days after receipt of such notice.
Such Appraisal or valuation shall be conducted in accordance with the definition
of "market value" as set forth in 12 C.F.R. ss. 225.62 and shall be updated at
least annually to the extent such Mortgage Loan remains a Required Appraisal
Loan. The cost of any such Appraisal or valuation, if not performed by the
Special Servicer, shall be an expense of the Trust and may be paid from REO
Income or, to the extent collections from such related Mortgage Loan or
Mortgaged Property does not cover the expense, such unpaid expense shall be,
subject to Section 4.4 hereof, advanced by the Master Servicer at the request of
the Special Servicer pursuant to Section 4.6 in which event it shall be treated
as a Servicing Advance. The Master Servicer, based on the Appraisal or internal
valuation provided to it by the Special Servicer, shall calculate any Appraisal
Reduction. The Master Servicer shall calculate or recalculate the Appraisal
Reduction for any Mortgage Loan based on updated Appraisals or internal
valuations provided from time to time to it by the Special Servicer.

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

                  SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium
collected with respect to a Mortgage Loan during any particular Collection
Period will be deemed distributed to the Trustee by the Paying Agent on the
following Distribution Date as follows: (i) first, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC I Regular Interest
to which such Mortgage Loan relates, any Prepayment Premiums collected on or
with respect to such Mortgage Loan; (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); and (iii) third, the Paying Agent shall be deemed
to distribute to the Trustee, as holder of the REMIC III Regular Interests, any
Prepayment Premiums deemed distributed to the REMIC II Regular Interests, and
shall be deemed to distribute such Prepayment Premiums to the REMIC III Regular
Interest then entitled to distributions of principal from the Principal
Distribution Amount (or, if more than one Class of REMIC III Regular Interests
is then entitled to distributions of principal from the Principal Distribution
Amount, such Prepayment Premiums shall be deemed distributed among such


                                     -108-
<PAGE>

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
H, Class J, Class K, Class L and Class M 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 lesser of (A) the amount of the Prepayment Premium, and (B) (i) the
amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the excess, if any, of the
Pass-Through Rate applicable to the most senior of such Classes of Certificates
then outstanding (or, if both Classes of Class A Certificates are outstanding,
the Class A-1 Certificates), over the relevant Discount Rate, and the
denominator of which is equal to the excess, if any, of the Mortgage Rate of the
Mortgage Loan that prepaid over the relevant Discount Rate. 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 that is not so distributed to
the Holders of such Principal Balance Certificates will be distributed to the
Holders of the Class X Certificates. The Trustee shall not be responsible for
the Paying Agent's failure to comply with any withholding requirements.

                                  ARTICLE VII

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

                  (b) The Trustee, the Fiscal Agent or the Paying Agent, as
applicable, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they on their face conform to the requirements
of this Agreement; provided that the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Master Servicer or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to


                                     -109-
<PAGE>

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

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

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

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

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

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

                  (v) none of the Trustee, the Fiscal Agent 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, the Fiscal Agent or the Paying
Agent, as applicable in accordance with this Agreement. In such event, all legal
expense and costs of such action shall be expenses and costs of the Trust, and
the Trustee, the Paying Agent and the Fiscal Agent shall be entitled to be
reimbursed therefor from the Certificate Account pursuant to Section 5.2(a)(vi);
and

                  (vi) neither the Trustee, the Fiscal Agent nor the Paying
Agent shall be charged with knowledge of any failure by the Master Servicer or
the Special Servicer or by each other to comply with its obligations under this
Agreement or any act, failure, or breach of any Person upon the occurrence of
which the Trustee, the Fiscal Agent or the Paying Agent may be required


                                     -110-
<PAGE>

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

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

                  (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

                                     -111-
<PAGE>

not be liable for the actions or omissions of the Master Servicer, the Special
Servicer, the Depositor or the actions or omissions of each other;

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

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

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

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

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

                  (b) Following the Closing Date, the Trustee shall not accept
any contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

                  (c) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

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

                  (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


                                     -112-
<PAGE>

income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Paying Agent of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Paying Agent.

                  SECTION 7.3 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT
NOT LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS. The Trustee, the
Fiscal Agent and the Paying Agent each makes no representations as to the
validity or sufficiency of this Agreement, the information contained in the
Private Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC IV Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or related document save that (i) each of the Trustee,
the Fiscal Agent and the Paying Agent represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law and (ii) the
Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law. None of the Trustee, the Fiscal Agent or the Paying Agent
shall be accountable for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of any of the Certificates or
any of the proceeds of such Certificates, or for the use or application by the
Depositor or the Master Servicer or the Special Servicer or by each other of
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or deposited into the Distribution Account or any other fund or account
maintained with respect to the Certificates or any account maintained pursuant
to this Agreement or for investment of any such amounts. No recourse shall be
had for any claim based on any provisions of this Agreement, the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement, the Prospectus or the Certificates (except with respect
to the Trustee and Fiscal Agent to the extent of information furnished by the
Trustee and the Fiscal Agent under the caption entitled "DESCRIPTION OF THE
OFFERED CERTIFICATES-- The Trustee and the Fiscal Agent" and with respect to the
Paying Agent, to the extent of information furnished by the Paying Agent under
the caption "DESCRIPTION OF THE OFFERED CERTIFICATES--Paying Agent, Certificate
Registrar and Authenticating Agent" each in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement), the Mortgage Loans or the
assignment thereof against the Trustee, the Fiscal Agent or the Paying Agent in
such Person's individual capacity and any such claim shall be asserted solely
against the Trust or any indemnitor who shall furnish indemnity as provided
herein. Neither the Trustee nor the Fiscal Agent nor the Paying Agent shall be
liable for any action or failure of any action by the Depositor or the Master
Servicer or the Special Servicer or by each other hereunder. Neither the Trustee
nor the Fiscal Agent nor the Paying Agent shall at any time have any
responsibility or


                                     -113-
<PAGE>

liability for or with respect to the legality, validity or enforceability of the
Mortgages or the Mortgage Loans, or the perfection and priority of the Mortgages
or the maintenance of any such perfection and priority, or for or with respect
to the efficacy of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon; the validity
of the assignment of the Mortgage Loans to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans; the performance or
enforcement of the Mortgage Loans (other than if the Trustee shall assume the
duties of the Master Servicer); the compliance by the Depositor, each Seller,
the Mortgagor or the Master Servicer or the Special Servicer or by each other
with any warranty or representation made under this Agreement or in any related
document or the accuracy of any such warranty or representation made under this
Agreement or in any related document prior to the receipt by a Responsible
Officer of the Trustee of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Master Servicer or the Special Servicer or any loss resulting therefrom;
the failure of the Master Servicer or any Sub-Servicer or the Special Servicer
to act or perform any duties required of it on behalf of the Trustee hereunder;
or any action by the Trustee taken at the instruction of the Master Servicer or
the Special Servicer.

                  SECTION 7.4 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT
MAY OWN CERTIFICATES. Each of the Trustee, the Fiscal Agent and the Paying Agent
in its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be.

                  SECTION 7.5 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE
FISCAL AGENT AND THE PAYING AGENT. (a) The Trustee hereunder shall at all times
be (i) an institution insured by the FDIC, (ii) a corporation, national bank or
national banking association authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A-1" by S&P and whose long-term senior unsecured debt is at all times
rated not less than "AA" by Fitch and S&P (unless a Fiscal Agent is appointed
and acting hereunder that has a long-term unsecured rating that is at least "AA"
(without regard to any plus or minus) by Fitch and 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.

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



                                     -114-
<PAGE>

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

                  (a) The Trustee, the Fiscal Agent or the Paying Agent may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Master Servicer and the Rating
Agencies; provided that such resignation shall not be effective until its
successor shall have accepted the appointment. Upon receiving such notice of
resignation, the Depositor will promptly appoint a successor trustee, fiscal
agent or the paying agent, as the case may be, except in the case of the initial
Trustee or Fiscal Agent, in which case both shall be so replaced but may be
replaced under this paragraph sequentially, by written instrument, one copy of
which instrument shall be delivered to the resigning Trustee or the Fiscal
Agent, one copy to the successor trustee and one copy to each of the Master
Servicer, the Paying Agent and the Rating Agencies. If no successor trustee,
fiscal agent or paying agent shall have been so appointed, as the case may be,
and shall have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, may petition any court of competent jurisdiction for
the appointment of a successor trustee, fiscal agent or paying agent, as the
case may be. It shall be a condition to the appointment of a successor trustee
or fiscal agent that such entity satisfies the eligibility requirements set
forth in Section 7.5.

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

                  (c) If at any time (i) the Fiscal Agent shall cease to be
eligible in accordance with the provisions of Section 7.5 and shall fail to
resign after written request therefor by the Depositor, or (ii) a Fiscal Agent
Termination Event has occurred, then the Depositor shall send a written notice
of termination to the Fiscal Agent (which notice shall specify the reason for
such termination) and remove such Fiscal Agent and appoint a successor Fiscal
Agent by written


                                     -115-
<PAGE>

instrument, one copy of which instrument shall be delivered to the Fiscal Agent
so removed, one copy to the successor Fiscal Agent, and one copy to each of the
Trustee, the Master Servicer and the Rating Agencies. In all such cases, the
Fiscal Agent shall bear all costs of transfer to a successor Fiscal Agent, such
succession only to take effect after a successor Fiscal Agent has been
appointed. In the case of the initial Fiscal Agent, the Depositor may, but is
not required to, also remove the Trustee. In this case, the procedures and
liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.

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

                  (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee, 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 or Fiscal Agent or Paying Agent,
as the case may be, in accordance with this Section.

                  (f) Any resignation or removal of the Trustee, the Fiscal
Agent or the Paying Agent, as the case may be, and appointment of a successor
trustee, fiscal agent or paying agent 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 Paying
Agent under this Agreement, the predecessor Trustee, Fiscal Agent or Paying
Agent, as the case may be, shall be entitled to the payment of compensation and
reimbursement agreed to under this Agreement for services rendered and expenses
incurred. The Trustee, the Fiscal Agent or Paying


                                     -116-
<PAGE>

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

                  SECTION 7.7 SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.

                  (a) Any successor Trustee, Fiscal Agent or Paying Agent
appointed as provided in Section 7.6 shall execute, acknowledge and deliver to
the Depositor and to its predecessor Trustee, Fiscal Agent or Paying Agent, as
the case may be, an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee, Fiscal Agent or
Paying Agent, as the case may be, shall become effective and such successor
Trustee, Fiscal Agent or Paying Agent, as the case may be, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee, Fiscal Agent or Paying Agent herein. The
predecessor Trustee, Fiscal Agent or Paying Agent shall deliver (at such
predecessor's own expense) to the successor Trustee, Fiscal Agent or Paying
Agent all Mortgage Files and documents and statements related to the Mortgage
Files held by it hereunder, and the predecessor Trustee shall duly assign,
transfer, deliver and pay over (at such predecessor's own expense) to the
successor Trustee, the entire Trust, together with all instruments of transfer
and assignment or other documents properly executed necessary to effect such
transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, shall also deliver all records or copies thereof maintained by the
predecessor Trustee, Fiscal Agent or Paying Agent in the administration hereof
as may be reasonably requested by the successor Trustee, Fiscal Agent or Paying
Agent, as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee, Fiscal Agent or
Paying Agent, as the case may be, all such rights, powers, duties and
obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

                  (b) No successor Trustee, Fiscal Agent or Paying Agent shall
accept appointment as provided in this Section unless at the time of such
appointment such successor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall be eligible under the provisions of Section 7.5.

                  (c) Upon acceptance of appointment by a successor Trustee,
Fiscal Agent or Paying Agent as provided in this Section, the successor Trustee,
Fiscal Agent or Paying Agent shall mail notice of the succession of such
Trustee, Fiscal Agent or Paying Agent hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Rating
Agencies. The expenses of such mailing shall be borne by the successor Trustee,
Fiscal Agent or Paying Agent. If the successor Trustee, Fiscal Agent or Paying
Agent fails to mail such notice within 10 days after acceptance of appointment
by the successor Trustee, Fiscal Agent or 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,



                                     -117-
<PAGE>

conversion or consolidation to which such Trustee, Fiscal Agent or
Paying Agent shall be a party, or any Persons succeeding to the business of such
Trustee, Fiscal Agent or Paying Agent, shall be the successor of such Trustee,
Fiscal Agent or Paying Agent, as the case may be, hereunder, as applicable,
provided that such Person shall be eligible under the provisions of Section 7.5,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

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

                  (a) Notwithstanding any other provisions hereof, at any time,
the Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the
Trustee or as separate trustees, or as custodians, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage
Loan outside the state where the Trustee has its principal place of business
where such separate trustee or co-trustee is necessary or advisable (or the
Trustee is advised by the Master Servicer or Special Servicer that such separate
trustee or co-trustee is necessary or advisable) under the laws of any state in
which a property securing a Mortgage Loan is located or for the purpose of
otherwise conforming to any legal requirement, restriction or condition in any
state in which a property securing a Mortgage Loan is located or in any state in
which any portion of the Trust is located. The separate trustees, co-trustees,
or custodians so appointed shall be trustees or custodians for the benefit of
all the Certificateholders, shall have such powers, rights and remedies as shall
be specified in the instrument of appointment and shall be deemed to have
accepted the provisions of this Agreement; provided that no such appointment
shall, or shall be deemed to, constitute the appointee an agent of the Trustee;
provided, further that the Trustee shall be liable for the actions of any
co-trustee or separate trustee appointed by it and shall have no liability for
the actions of any co-trustee or separate trustee appointed by the Depositor or
the Certificateholders pursuant to this paragraph.

                  (b) The Trustee or the Paying Agent, as the case may be, may
from time to time appoint one or more independent third-party agents to perform
all or any portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee 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:



                                     -118-
<PAGE>

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

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

                  (iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian
hereunder; and

                  (iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal Amount of
the Certificates then outstanding may at any time accept the resignation of or
remove any separate trustee, co-trustee or custodian, so appointed by it or
them, if such resignation or removal does not violate the other terms of this
Agreement.

                  (d) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.

                  (e) Any separate trustee, co-trustee or custodian may, at any
time, constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

                  (f) No separate trustee, co-trustee or custodian hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

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



                                     -119-
<PAGE>

                  (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.



                                     -120-
<PAGE>

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

                  (a) The Trustee, the Fiscal Agent, the Certificate Registrar
and the Paying Agent and each of its respective directors, officers, employees,
agents and Controlling Persons shall be entitled to indemnification from the
Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgements and any other costs, liabilities, fees and
expenses incurred in connection with any legal action incurred without
negligence or willful misconduct on their respective part, arising out of, or in
connection with this Agreement, the Certificates and the acceptance or
administration of the trusts or duties created hereunder (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of the Master Servicer, the Special Servicer or the
Depositor or of each other such Person hereunder but only to the extent the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, is unable to recover within a reasonable period of time such amount
from such third party pursuant to this Agreement) including the costs and
expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder and the
Trustee, the Fiscal Agent, the Certificate Registrar and the Paying Agent and
each of their respective directors, officers, employees, agents and Controlling
Persons shall be entitled to indemnification from the Trust for any
unanticipated loss, liability or expense incurred in connection with the
provision by the Trustee, the Fiscal Agent, the Certificate Registrar and the
Paying Agent of the reports required to be provided by it pursuant to this
Agreement; provided that:

                  (i) with respect to any such claim, the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall
have given the Depositor, the Master Servicer, the Sellers, each other and the
Holders of the Certificates written notice thereof promptly after a Responsible
Officer of the Trustee, the Fiscal Agent, the Certificate Registrar or the
Paying Agent, as the case may be, shall have knowledge thereof; provided,
however that failure to give such notice to the Depositor, Master Servicer, the
Sellers, each other and the Holders of Certificates shall not affect the
Trustee's, Fiscal Agent's, Certificate Registrar's or Paying Agent's, as the
case may be, rights to indemnification herein unless the Depositor's defense of
such claim on behalf of the Trust is materially prejudiced thereby;

                  (ii) while maintaining control over its own defense, the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, shall cooperate and consult fully with the Depositor in preparing
such defense; and

                  (iii) notwithstanding anything to the contrary in this Section
7.11, the Trust shall not be liable for settlement of any such claim by the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld.

                  (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.



                                     -121-
<PAGE>

                  (c) The Depositor shall indemnify and hold harmless the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective directors, officers, employees or agents and
Controlling Persons from and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, their
respective directors, officers, employees or agents or Controlling Person may
become subject under the 1933 Act, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Private Placement
Memorandum, the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Prospectus, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made, not misleading and shall reimburse the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, their
respective directors, officers, employees, agents or Controlling Person for any
legal and other expenses reasonably incurred by the Trustee, the Fiscal Agent,
the Certificate Registrar or the Paying Agent, as the case may be, or any such
director, officer, employee, agent or Controlling Person in investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action; provided, that the Depositor shall not be liable in any such case to
the extent that any such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue statement or omission
made in any such Private Placement Memorandum, Preliminary Prospectus
Supplement, Final Prospectus Supplement or Prospectus in reliance upon and in
conformity with written information concerning the Trustee, the Fiscal Agent,
the Certificate Registrar or the Paying Agent, as the case may be, furnished to
the Depositor by or on behalf of such person specifically for inclusion therein.
It is hereby expressly agreed that the only written information provided by the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, for inclusion in the Preliminary Prospectus Supplement and Final
Prospectus Supplement is set forth in the case of the Trustee in the second,
fourth and fifth sentences and in the case of the Fiscal Agent in the
penultimate sentence under the caption entitled "DESCRIPTION OF THE OFFERED
CERTIFICATES--The Trustee and the Fiscal Agent" and in the case of the Paying
Agent, the third and fourth sentences under the "DESCRIPTION OF THE OFFERED
CERTIFICATES-- The Paying Agent, Certificate Registrar and Authenticating
Agent." The Trustee, the Fiscal Agent, the Certificate Registrar or the Paying
Agent, as the case may be, shall immediately notify the Depositor and the
Sellers if a claim is made by a third party with respect to this Section 7.11(c)
entitling such person, its directors, officers, employees, agents or Controlling
Person to indemnification hereunder, whereupon the Depositor shall assume the
defense of any such claim (with counsel reasonably satisfactory to such person)
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the


                                     -122-
<PAGE>

Trust for any expenses incurred by the Depositor arising from any violation or
alleged violation of the 1933 Act or 1934 Act by the Depositor.

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

                  SECTION 7.13 COLLECTION OF MONEYS. Except as otherwise
expressly provided in this Agreement, the Trustee and the Paying Agent may
demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee or the Paying Agent, as
the case may be, pursuant to this Agreement. The Trustee or the Paying Agent, as
the case may be, shall hold all such money and property received by it as part
of the Trust and shall distribute it as provided in this Agreement. If the
Trustee or the Paying Agent, as the case may be, shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee or the Paying Agent, as the case may be, shall request the
Master Servicer to make such distribution as promptly as practicable or legally
permitted. If the Trustee or the Paying Agent, as the case may be, shall
subsequently receive any such amount, it may withdraw such request.

                  SECTION 7.14 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

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


                                     -123-
<PAGE>

of funds in any account established under this Agreement), except any ongoing
obligations to the Primary Servicers arising after the termination of the Master
Servicer from their servicing rights and obligations under the applicable
Primary Servicing Agreement. In the Trustee's capacity as such successor, the
Trustee shall have the same limitations on liability granted to the Master
Servicer in this Agreement. As compensation therefor, the Trustee shall be
entitled to receive all the compensation payable to the Master Servicer set
forth in this Agreement, including, without limitation, the Master Servicing
Fee.

                  (b) Notwithstanding the above, the Trustee (A) may, if the
Trustee is unwilling to so act, or (B) shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint any
established commercial or multifamily mortgage finance institution, servicer or
special servicer or mortgage servicing institution having a net worth of not
less than $15,000,000, meeting such other standards for a successor servicer as
are set forth in this Agreement and with respect to which Rating Agency
Confirmation is obtained, as the successor to the Master Servicer hereunder in
the assumption of all of the responsibilities, duties or liabilities of a
servicer as Master Servicer hereunder. Pending any such appointment, the Trustee
shall act in such capacity as hereinabove provided. Any entity designated by the
Trustee as successor Master Servicer may be an Affiliate of the Trustee;
provided that, such Affiliate must meet the standards for the Master Servicer as
set forth herein. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree subject to
Section 8.10. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The
Master Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume the Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor servicer shall be deemed to
be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.

                  (c) On and after the time the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall
be the successor in all respects to the Special Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Special


                                     -124-
<PAGE>

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

                  (d) Notwithstanding the above, the Trustee may, if the Trustee
shall be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than $15,000,000,
and meeting such other standards for a successor Special Servicer as are set
forth in Section 9.21, and with respect to which Rating Agency Confirmation is
obtained, as the successor to the Special Servicer hereunder in the assumption
of all of the responsibilities, duties or liabilities of a special servicer as
Special Servicer hereunder. Pending any such appointment, the Trustee shall act
in such capacity as hereinabove provided. Any entity designated by the Trustee
as successor Special Servicer may be an Affiliate of the Trustee; provided that,
such Affiliate must meet the standards for a successor Special Servicer set
forth herein. In connection with such appointment and assumption, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided that
no such compensation shall be in excess of that permitted to the Special
Servicer under this Agreement. The Trustee and such successor shall take such
actions, consistent with this Agreement as shall be necessary to effectuate any
such succession. The Special Servicer shall cooperate with the Trustee and any
successor Special Servicer in effecting the termination of the Special
Servicer's responsibilities and rights under this Agreement, including, without
limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of the
assignment of the special servicing function and providing the Trustee and
successor Special Servicer all documents and records in its possession in
electronic or other form reasonably requested by the successor Special Servicer
to enable the successor Special Servicer to assume the Special Servicer's
functions hereunder and the transfer to the Trustee or such successor Special
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Special
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
Special Servicer by the Trust within 30 days of submission of an invoice with
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense.


                                     -125-

<PAGE>


                  SECTION 7.15 NOTIFICATION TO HOLDERS. Upon termination of the
Master Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, 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


                                     -126-
<PAGE>

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

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

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

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

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

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

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

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

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


                                     -127-
<PAGE>

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


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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 two rating categories (ignoring pluses or
minuses) lower than the highest rating of the Certificates, but in any event
not less than "A" as rated by Fitch, if rated by Fitch and "BBB" as rated by
S&P, if rated by S&P, respectively, the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, may self-insure for the Fidelity Bond and the Errors
and Omissions Insurance Policy.

                                  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 Servicer shall service and administer the Mortgage Loans in
accordance with the Servicing Standard and the terms of this Agreement.

                  In connection with such servicing and administration, the
Master Servicer shall seek to maximize the timely recovery of principal and
interest on the Mortgage Notes in the best economic interests of the
Certificateholders as a whole; provided, however, that nothing herein contained
shall be construed as an express or implied guarantee by the Master Servicer of
the collectibility of payments on the Mortgage Loans or shall be construed as
impairing or adversely affecting any rights or benefits specifically provided by
this Agreement to the Master Servicer, including with respect to Master
Servicing Fees or the right to be reimbursed for Advances.

                  (b) The Master Servicer, in the case of an event specified in
clause (x) of this subclause (b), and the Special Servicer, in the case of an
event specified in clause (y) of this subclause (b), shall each send a written
notice to the other and to the Trustee and the Paying Agent 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.

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


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<PAGE>

than the highest rating of the Certificates, but in any event not less than "A"
as rated by Fitch and "BBB" as rated by S&P, respectively, the Master Servicer
may self-insure for the Servicer Fidelity Bond and the Servicer Errors and
Omissions Insurance Policy.

                  SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

                  (a) The Master Servicer shall service and administer the
Mortgage Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article
XII hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement, the Master
Servicer shall have full power and authority with respect to each Mortgage Loan
and Mortgaged Property (other than any Specially Serviced Mortgaged Loan and the
related Mortgaged Property or any REO Property) to do or cause to be done any
and all things that it may deem necessary or desirable in connection with such
servicing and administration, including but not limited to, the power and
authority, 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) subject to the terms of the Primary Servicing Agreement, to consent to the
application of any proceeds of insurance policies or condemnation awards to the
restoration of the related Mortgaged Property or otherwise and to administer and
monitor the application of such proceeds and awards in accordance with the terms
of the Mortgage Loan as the Master Servicer deems reasonable under the
circumstances, (F) to execute and deliver, on behalf of the Certificateholders
and the Trustee, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties, including
agreements and requests by the Mortgagor with respect to modifications of the
standards of operation and management of the Mortgaged Properties or the
replacement of asset managers, (G) to consent to any operation or action under a
Mortgage Loan that is contemplated or permitted under a Mortgage or other
documents evidencing or securing the applicable Mortgage Loan (either as a
matter of right or upon satisfaction of specified conditions), (H) to obtain,
release, waive or modify any term other than a Money Term of a Mortgage Loan and
related documents subject to and to the extent permitted by Section 8.18, (I) to
exercise all rights, powers and privileges granted or provided to the holder of
the Mortgage Notes 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



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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) hold in accordance with the terms
of any Mortgage Loan and this Agreement, Defeasance Collateral. Notwithstanding
the above, the Master Servicer shall have no power to (i) waive any Prepayment
Premiums or (ii) consent to any modification of a Money Term of a Mortgage Loan.
Nothing contained in this Agreement shall limit the ability of the Master
Servicer to lend money to (to the extent not secured, in whole or in part, by
any Mortgaged Property), accept deposits from and otherwise generally engage in
any kind of business or dealings with any Mortgagor as though the Master
Servicer was not a party to this Agreement or to the transactions contemplated
hereby; provided, however, that this sentence shall not modify the Servicing
Standard.

                  (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all calculations and prepare all reports
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing and P&I Advances as
set forth herein and to render such incidental services with respect to such
Specially Serviced Mortgage Loans, all as are specifically provided for herein,
but shall have no other servicing or other duties with respect to such Specially
Serviced Mortgage Loans. The Master Servicer shall give notice within three
Business Days to the Special Servicer of any collections it receives from any
Specially Serviced Mortgage Loans, subject to changes agreed upon from time to
time by the Special Servicer and the Master Servicer. The Special Servicer shall
instruct within one Business Day after receiving such notice the Master Servicer
on how to apply such funds. The Master Servicer within one Business Day after
receiving such instructions shall apply such funds in accordance with the
Special Servicer's instructions. Each Mortgage Loan that becomes a Specially
Serviced Mortgage Loan shall continue as such until such Mortgage Loan becomes a
Rehabilitated Mortgage Loan. The Master Servicer shall not be required to
initiate extraordinary collection procedures or legal proceedings with respect
to any Mortgage Loan or to undertake any pre-foreclosure procedures.

                  (c) In connection with the execution of this Agreement, the
Trustee has signed the Power of Attorney attached hereto as Exhibit S-1. The
Master Servicer, shall promptly notify the Trustee of the execution and delivery
of any document on behalf of the Trustee under such Power-of-Attorney. From time
to time until the termination of the Trust, upon receipt of written request of
the Master Servicer, the Trustee shall furnish the Master Servicer or any of the
Primary Servicers with any additional powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service and administer
the Mortgage Loans including, without limitation, documents relating to the
management, operation, maintenance, repair, leasing or marketing of the
Mortgaged Properties. The Master Servicer shall indemnify the Trustee for any
costs, liabilities and expenses (including attorneys' fees) incurred by the



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<PAGE>

Trustee in connection with the intentional or negligent misuse of such power of
attorney by the Master Servicer. Notwithstanding anything contained herein to
the contrary, neither the Master Servicer nor the Special Servicer shall without
the Trustee's written consent: (i) initiate any action, suit or proceeding
solely under the Trustee's name without indicating the Master Servicer's or
Special Servicer's, as applicable, representative capacity, or (ii) take any
action with the intent to, and which actually does cause, the Trustee to be
registered to do business in any state, provided, however, that the preceding
clause (i) shall not apply to the initiation of actions relating to a Mortgage
Loan that the Master Servicer or the Special Servicer, as the case may be, is
servicing pursuant to its respective duties herein (in which case the Master
Servicer or the Special Servicer, as the case may be, shall give three (3)
Business Days prior notice to the Trustee of the initiation of such action). The
limitations of the preceding clause shall not be construed to limit any duty or
obligation imposed on the Trustee under any other provision of this Agreement.

                  (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

                  (e) The Master Servicer (or the Primary Servicers on its
behalf) shall segregate and hold all funds collected and received pursuant to
any Mortgage Loan constituting Escrow Amounts separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
segregated custodial accounts (each, an "Escrow Account") into which all Escrow
Amounts shall be deposited within one (1) Business Day after receipt. Each
Escrow Account shall be an Eligible Account, except with respect to Mortgage
Loans identified on Schedule V for which Escrow Accounts shall be transferred to
Eligible Accounts at the earliest date permitted under the related Mortgage Loan
documents. The Master Servicer shall also deposit into each Escrow Account any
amounts representing losses on Eligible Investments pursuant to the immediately
succeeding paragraph and any Insurance Proceeds or Liquidation Proceeds which
are required to be applied to the restoration or repair of any Mortgaged
Property pursuant to the related Mortgage Loan. Each Escrow Account shall be
maintained in accordance with the requirements of the related Mortgage Loan and
in accordance with the Servicing Standard. Withdrawals from an Escrow Account
may be made only:

                  (i) to effect timely payments of items constituting Escrow
Amounts for the related Mortgage Loan;

                  (ii) to transfer funds to the Certificate Account to reimburse
the Master Servicer for any Advance relating to Escrow Amounts, but only from
amounts received with respect to the related Mortgage Loan which represent late
collections of Escrow Amounts thereunder;

                  (iii) for application to the restoration or repair of the
related Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;

                  (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;



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<PAGE>

                  (v) to pay from time to time to the related Mortgagor any
interest or investment income earned on funds deposited in the Escrow Account if
such income is required to be paid to the related Mortgagor under applicable law
or by the terms of the Mortgage Loan, or otherwise to the Master Servicer; and

                  (vi) to remove any funds deposited in a Escrow Account that
were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.

                  Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more
Eligible Investments; provided, however, that such funds shall be either (x)
immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization of such
loss. The Master Servicer shall not direct the investment of funds held in any
Escrow Account and retain the income and gain realized therefrom if the terms of
the related Mortgage Loan or applicable law permit the Mortgagor to be entitled
to the income and gain realized from the investment of funds deposited therein,
and the Master Servicer shall not be required to invest amounts on deposit in
Escrow Accounts in Eligible Investments or Eligible Accounts to the extent that
the Master Servicer is required by either law or under the terms of any related
Mortgage Loan to deposit or invest (or the Borrower is entitled to direct the
deposit or investment of) such amounts in another type of investments or
accounts. In the event the Master Servicer is not entitled to direct the
investment of such funds, (1) the Master Servicer shall direct the depository
institution or trust company in which such Escrow Accounts are maintained to
invest the funds held therein in accordance with the Mortgagor's written
investment instructions, if the terms of the related Mortgage Loan or applicable
law require the Master Servicer to invest such funds in accordance with the
Mortgagor's directions; and (2) in the absence of appropriate written
instructions from the Mortgagor, the Master Servicer shall have no obligation
to, but may be entitled to, direct the investment of such funds; provided,
however, that in either event (i) such funds shall be either (y) immediately
available or (z) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established, and (ii) the Master Servicer shall have no liability for any loss
in investments of such funds that are invested pursuant to written instructions
from the Mortgagor.

                  (f) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee and Paying Agent and to each other under this
Agreement is intended by the parties to be that of an independent contractor and
not of a joint venturer, partner or agent.

                  (g) With respect to each Mortgage Loan, if required by the
terms of the related Mortgage Loan, any Lock-Box Agreement or similar agreement,
the Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by the Master
Servicer in accordance with the terms of the related Mortgage. No



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<PAGE>

Lock-Box Account is required to be an Eligible Account, unless otherwise
required pursuant to the related Mortgage Loan documents. The Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the
related Mortgage, any Lock-Box Agreement and in accordance with the Servicing
Standard.

                  (h) Subject to the provisions of the applicable Primary
Servicing Agreement, the Master Servicer shall process all defeasances of
Mortgage Loans (other than Specially Serviced Mortgage Loans) in accordance with
the terms of the Mortgage Loan documents, and shall be entitled to any fees paid
relating thereto. The Master Servicer shall not permit defeasance of any
Mortgage Loan on or before the second anniversary of the Closing Date unless
such defeasance will not result in an Adverse REMIC Event and the Master
Servicer has received an opinion of counsel to such effect and all items in the
following sentence have been satisfied. Subsequent to the second anniversary of
the Closing Date, the Master Servicer, in connection with the defeasance of a
Mortgage Loan shall require (to the extent it is not inconsistent with the
Servicing Standard) that: (i) the defeasance collateral consists of U.S.
Treasury obligations, (ii) the Master Servicer has determined that the
defeasance will not result in an Adverse REMIC Event, (iii) either (A) the
related Mortgagor designates a Single-Purpose Entity (if the Mortgagor no longer
complies) to own the Defeasance Collateral or (B) the Master Servicer has
established for the benefit of the Trust a Single-Purpose Entity to hold all
Defeasance Collateral relating to the Defeasance Loans, (iv) the Master Servicer
has requested and received from the Mortgagor (A) an opinion of counsel
generally to the effect 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 and to timely
pay each subsequent Scheduled Payment, and (v) a Rating Agency Confirmation is
received, unless such Rating Agency has waived in writing such Rating Agency
Confirmation. Any customary and reasonable out-of-pocket expense incurred by the
Master Servicer pursuant to this Section 8.3(h) shall be paid by the Mortgagor
of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document, if so allowed by the terms of such documents. The Special
Servicer shall process all defeasances of Specially Serviced Mortgage Loans in
accordance with the provisions relating to the processing of defeasances by the
Master Servicer as set forth above.

                  (i) The Master Servicer shall, as to each Mortgage Loan which
is secured by the interest of the related Mortgagor under a ground lease,
promptly (and in any event within 45 days of the Closing Date) notify the
related ground lessor of the transfer of such Mortgage Loan to the Trust
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

                  SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING. (a) The
parties hereto (A) acknowledge that the Master Servicer has delegated certain of
its obligations and assigned certain of its rights under this Agreement to each
of the Primary Servicers pursuant to the applicable Primary Servicing
Agreements; and (B) agree: (1) in addition to those obligations specifically
delegated by the Master Servicer to each Primary Servicer under the applicable
Primary Servicing Agreement, each Primary Servicer shall also perform the Master
Servicer's obligations set forth in Sections 2.1(c) and 2.1(d) of this Agreement
as such Sections relate to the


                                     -134-
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Mortgage Loans serviced by it; (2) in addition to those rights specifically
granted by the Master Servicer to each Primary Servicer under the applicable
Primary Servicing Agreement, those rights set forth in Section 8.24 hereof
accruing to the benefit of the Master Servicer shall also accrue to the benefit
of each Primary Servicer; (3) any indemnification or release from liability set
forth in this Agreement accruing to the benefit of the Master Servicer shall
also, to the extent applicable, benefit each Primary Servicer; and (4) for each
notice, certification, report, schedule, statement or other type of writing that
a party hereto is obligated to deliver to the Master Servicer, such party shall
deliver to each Primary Servicer a copy of such notice, certification, report,
schedule, statement or other type of writing at the time and in the same manner
that any of the foregoing is required to be delivered to the Master Servicer.
Notwithstanding the provisions of any Primary Servicing Agreement or any other
provisions of this Agreement, the Master Servicer shall remain obligated and
liable to the Trustee, the Paying Agent 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 Master Servicer was alone servicing
and administering the Mortgage Loans. The Master Servicer or applicable Primary
Servicer shall supervise, administer, monitor, enforce and oversee the servicing
of the applicable Mortgage Loans by any Sub-Servicer appointed by it. The terms
of any arrangement or agreement between the Master Servicer or applicable
Primary Servicer and a Sub-Servicer shall provide that such agreement or
arrangement may be terminated, without cause and without the payment of any
termination fees, by the Trustee in the event such Master Servicer or applicable
Primary Servicer is terminated in accordance with this Agreement or the
applicable Primary Servicing Agreement. In addition, neither the Trustee nor the
Paying Agent nor the Certificateholders shall have any direct obligation or
liability (including, without limitation, indemnification obligations) with
respect to any Sub-Servicer. The Master Servicer or applicable Primary Servicer
shall pay the costs of enforcement against any of its Sub-Servicers at its own
expense, but shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement only to the extent that such recovery exceeds
all amounts due in respect of the related Mortgage Loans or (ii) from a specific
recovery of costs, expenses or attorneys fees against the party against whom
such enforcement is directed. Notwithstanding the provisions of any
Sub-Servicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Master Servicer or applicable Primary
Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer
or otherwise, the Master Servicer or applicable Primary Servicer shall remain
obligated and liable to the Trustee, the Paying Agent and the Certificateholders
for the servicing and administering of the applicable Mortgage Loans in
accordance with (and subject to the limitations contained within) the provisions
of this Agreement or the applicable Primary Servicing Agreement without
diminution of such obligation or liability by virtue of indemnification from a
Sub-Servicer and to the same extent and under the same terms and conditions as
if the Master Servicer or applicable Primary Servicer alone were servicing and
administering the Mortgage Loans. The Trustee is hereby instructed to execute a
written acknowledgment of the Primary Servicing Agreement between Wells Fargo as
Master Servicer and Wells Fargo as Primary Servicer.

                  (b) The Master Servicer and either Primary Servicer may
appoint one or more sub-servicers (each, a "Sub-Servicer") to perform all or any
portion of its duties hereunder for the benefit of the Trustee and the
Certificateholders, provided, however, that any decision or recommendation
involving the exercise of the Primary Servicer's discretion as a "lender" under


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<PAGE>

any loan document with respect to a Mortgage Loan shall be exercised only by the
Primary Servicer and may not be delegated to a Sub-Servicer.

                  The Master Servicer has entered into the Primary Servicing
Agreements with each of the Primary Servicers and shall not terminate such
agreements except in accordance with the terms thereof. To the extent consistent
with the rights of the Primary Servicers under this Agreement and the related
Primary Servicing Agreement, but not in limitation of any other rights granted
to the Primary Servicers in this Agreement and/or in the Primary Servicing
Agreements, each of the Primary Servicers shall have all of the rights and
obligations of a Sub-Servicer set forth herein.

                  Notwithstanding any other provision set forth in this
Agreement to the contrary, (i) each Primary Servicer's rights and obligations
under its respective Primary Servicing Agreement shall expressly survive a
termination of the Master Servicer's servicing rights under this Agreement;
provided that the applicable Primary Servicing Agreement has not been terminated
in accordance with its provisions; (ii) any successor Master Servicer,
including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically assume and
agree to each of the then current Primary Servicing Agreements without further
action upon becoming the successor Master Servicer; (iii) this Agreement may not
be modified in any manner which would increase the obligations or limit the
rights of a Primary Servicer hereunder and/or under the applicable Primary
Servicing Agreement, without the prior written consent of such Primary Servicer;
(iv) the parties hereto recognize that although the Primary Servicers are not
parties to this Agreement, this Agreement has been entered into with (A) the
express intent that each Primary Servicer (together with their respective
successors and assigns) be a third party beneficiary to this Agreement to the
extent of its rights specifically set forth herein with all of the rights and
remedies to enforce such rights under this Agreement in the same fashion as if
each Primary Servicer (together with their respective successors and assigns)
were a direct party thereto having privity of contract with the parties to this
Agreement and (B) the express understanding that such third party beneficiary
status has been directly relied upon by each Primary Servicer as consideration
for and as an inducement to enter into its respective Primary Servicing
Agreement.

                  If a task, right or obligation of Master Servicer is delegated
to a Primary Servicer under a Primary Servicing Agreement, and such task, right
or obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such task, right or obligation
by the Primary Servicer in accordance with the terms of the applicable Primary
Servicing Agreement and this Agreement (including without limitation any time
periods for consent or deemed consent to be observed by the Special Servicer) as
if Master Servicer were performing it, subject to Master Servicer's continuing
obligations pursuant to the foregoing sentence

                  SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master
Servicer and any Primary Servicer and any agent of the Master Servicer or
Primary Servicer in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not the
Master Servicer or such agent. Any such interest of the Master Servicer or
Primary Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Master Servicer are consistent
with its obligations in


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<PAGE>

accordance with the Servicing Standard regardless of whether such actions may
have the effect of benefiting the Class or Classes of Certificates owned by the
Master Servicer.

                  SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE,
TAXES AND OTHER. Subject to the limitations set forth below, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any REO
Mortgage Loan), and if the related Mortgagor does not so maintain, the Master
Servicer shall cause to be maintained with a Qualified Insurer, (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 REO Mortgage Loan, but, in any event, in an amount
sufficient to avoid the application of any co-insurance clause and (B) any other
insurance coverage for a Mortgage Loan which the related Mortgagor is required
to maintain under the related Mortgage, provided the Master Servicer shall not
be required to maintain earthquake insurance on any Mortgaged Property unless
such insurance was required at origination and is available at commercially
reasonable rates; provided, however, that the Special Servicer shall have the
right, but not the duty, to obtain, at the Trust's expense, earthquake insurance
on any Mortgaged Property securing a Specially Serviced Mortgage Loan or an REO
Property so long as such insurance is available at commercially reasonable
rates.

                  Each Standard Hazard Insurance Policy maintained with respect
to any Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.

                  Any cost (such as insurance premiums and insurance broker fees
but not internal costs and expenses of obtaining such insurance) incurred by the
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall
not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Paying Agent for their benefit, be
added to the principal balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be paid as a Servicing
Advance by the Master Servicer, subject to Section 4.4 hereof.

                  Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance


                                     -137-
<PAGE>

requirements. Furthermore, the Master Servicer shall not be required in any
event to maintain or obtain insurance coverage beyond what is reasonably
available at a cost customarily acceptable and consistent with the Servicing
Standard. The Master Servicer shall notify the Trustee in the event it makes
such determination.

                  The Master Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 8.6 either (i) if the
Master Servicer shall have obtained and maintained a master force placed or
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer or (ii) if the Master Servicer, provided that its long-term rating is
not less than "A" by Fitch and "A" by S&P, self-insures for its obligations as
set forth in the first paragraph of this Section 8.6. In the event that the
Master Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Master
Servicer as a Servicing Advance. If such policy contains a deductible clause,
the Master Servicer shall, if there shall not have been maintained on the
related Mortgaged Property a policy complying with this Section 8.6 and there
shall have been a loss that would have been covered by such policy, deposit in
the Certificate Account the amount not otherwise payable under such master force
placed or blanket insurance policy because of such deductible clause to the
extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan or (ii) if there is no deductible limitation required under the
Mortgage Loan, the deductible amount with respect to insurance policies
generally available on properties similar to the related Mortgaged Property
which is consistent with the Servicing Standard, and deliver to the Trustee an
Officer's Certificate describing the calculation of such amount. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on its behalf and on behalf of the Trustee,
claims under any such master force placed or blanket insurance policy.

                  With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance
premiums payable with respect thereto. From time to time, the Master Servicer
(other than with respect to REO Mortgage Loans) shall (i) obtain all bills for
the payment of such items (including renewal premiums), and (ii) except in the
case of Mortgage Loans under which Escrow Amounts are not held by the Master
Servicer, effect payment of all such bills, taxes and other assessments with
respect to such Mortgaged Properties prior to the applicable penalty or
termination date, in each case employing for such purpose Escrow Amounts as
allowed under the terms of the related Mortgage Loan. If a Mortgagor fails to
make any such payment on a timely basis or collections from the Mortgagor are
insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer in accordance with the Servicing Standard shall use
its reasonable efforts to pay as a Servicing Advance the amount necessary to
effect the payment of any such item prior to such penalty or termination date,
subject to Section 4.4 hereof. No costs incurred by the Master Servicer, the
Trustee or the


                                     -138-
<PAGE>

Fiscal Agent as the case may be, in effecting the payment of taxes and
assessments on the Mortgaged Properties and related insurance premiums 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 so permit.

                  SECTION 8.7 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS; DUE-ON-ENCUMBRANCE CLAUSE.

                  (a) In the event the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, the Master Servicer shall obtain relevant information for purposes of
evaluating such request. For the purpose of the foregoing sentence, the term
`expressly permits' shall include outright permission to assign, permission to
assign upon satisfaction of certain conditions or prohibition against assignment
except upon the satisfaction of stated conditions. If the Master Servicer
recommends to approve such assignment, the Master Servicer shall provide to the
Special Servicer a copy of such recommendation and the materials upon which such
recommendation is based (which information shall consist of the information to
be included in the Assignment and Assumption Submission to Special Servicer, in
the form attached hereto as Exhibit U) and (A) the Special Servicer shall have
the right hereunder to grant or withhold consent to any such request for such
assignment and assumption in accordance with the terms of the Mortgage Loan and
this Agreement, and the Special Servicer shall not unreasonably withhold such
consent and any such decision of the Special Servicer shall be in accordance
with the Servicing Standard, (B) failure of the Special Servicer to notify the
Master Servicer in writing, within five (5) Business Days following the Master
Servicer's delivery of the recommendation described above and the complete
Assignment and Assumption Submission to Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the Master
Servicer shall not permit any such assignment or assumption unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. The Special
Servicer hereby acknowledges the delegation of rights and duties hereunder
pursuant to the provisions of each Primary Servicing Agreement. If the Special
Servicer withholds consent pursuant to the above provisions, it shall
simultaneously provide the Master Servicer and any applicable Primary Servicer
with a written statement and a verbal explanation as to its reasoning and
analysis. Upon consent or deemed consent by the Special Servicer to such
proposed assignment and assumption, the Master Servicer shall process such
request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or create any lien on a
Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. To the extent permitted by applicable law, the Master Servicer shall
not enter into such an assumption or substitution agreement unless the credit
status of the prospective new Mortgagor is in conformity to the terms


                                     -139-
<PAGE>

of the related Mortgage Loan documents. In making its recommendation, the Master
Servicer shall evaluate such conformity in accordance with the Servicing
Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the
Special Servicer of any assignment and assumption or substitution agreement
executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled
to (as additional servicing compensation) 50% of any assumption fee collected
from a Mortgagor in connection with an assignment and assumption or substitution
executed pursuant to this Section 8.7(a) and the Special Servicer shall be
entitled to (as additional special servicing compensation) the other 50% of such
fee.

                  (b) Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a
Specially Serviced Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale of the related
Mortgaged Property, or (ii) provides that such Mortgage Loan may not be assumed
without the consent of the related mortgagee in connection with any such sale or
other transfer, then, the Special Servicer, on behalf of the Trust, and not the
Master Servicer, shall either (i) enforce such due-on-sale clause or (ii) if it
believes such action would be in the best economic interest of the Trust, waive
the effect of such provision; provided, however, that if the Principal Balance
of such Mortgage Loan at such time equals or exceeds the lesser of 5% of the
Aggregate Certificate Balance and $20 million (the "Review Threshold"), then
prior to waiving the effect of such provision, the Special Servicer shall obtain
Rating Agency Confirmation regarding such waiver. In connection with the request
for such consent, the Special Servicer shall prepare and deliver to Fitch and
S&P a memorandum outlining its analysis and recommendation in accordance with
the Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall promptly forward copies of the assignment and assumption
documents relating to any Mortgage Loan to the Master Servicer, the Paying Agent
and the Trustee, and the Master Servicer shall promptly thereafter forward such
documents to the Rating Agencies. The Special Servicer shall be entitled to (as
additional special servicing compensation) 100% of any fee collected from a
Mortgagor in connection with the Special Servicer granting or withholding such
consent.

                  (c) The Master Servicer shall have the right to consent to any
transfers of interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor. The Master Servicer shall be entitled to
collect and receive from Mortgagors any customary fees in connection with such
transfers of interest as additional servicing compensation.

                  (d) The Trustee for the benefit of the Certificateholders
shall execute any necessary instruments in the form presented to it by the
Master Servicer (pursuant to subsection (a)) or the Special Servicer (pursuant
to subsection (b)) for such assignments and assumptions agreements. Upon the
closing of the transactions contemplated by such documents, the Master Servicer
or the Special Servicer, as the case may be, shall cause the originals of the
assignment and assumption agreement, the release (if any), or the modification
or supplement to the Mortgage Loan to be delivered to the Trustee except to the
extent such documents have been submitted to the recording office, in which
event the Master Servicer shall promptly deliver copies of such documents to the
Trustee and the Special Servicer.



                                     -140-
<PAGE>

                  (e) If any Mortgage Loan (other than a Specially Serviced
Mortgage Loan) which contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:

                           (i) provides that such Mortgage Loan shall (or may at
         the mortgagee's option) become due and payable upon the creation of any
         additional lien or other encumbrance on the related Mortgaged Property
         or a lien on the ownership interest in the Mortgagor; or

                           (ii) requires the consent of the Mortgagee to the
         creation of any such additional lien or other encumbrance on the
         related Mortgaged Property,


then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard and Section 8.18
hereof. Prior to waiving the effect of such provision, the Master Servicer shall
obtain Rating Agency Confirmation regarding such waiver and shall comply with
the provisions of the next succeeding paragraph. Nothing herein shall require
any Rating Agency or other approval or consent with respect to the incurrence of
any subordinate secured or unsecured indebtedness by the borrowers under the
Mortgage Loans secured by the Mortgaged Properties known as 11428 Sherman Way,
Gramercy Five Associates and 133 East 58th Street as contemplated by and in
accordance with the terms of such Mortgage Loans.

                  Without limiting the generality of the preceding sentence, in
the event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall simultaneously provide to the Master Servicer
a written statement and a verbal explanation as to its reasoning and analysis.
Upon consent or deemed consent by the Special Servicer to such proposed waiver,
the Master Servicer shall process such request of the related Mortgagor subject
to the other requirements set forth above.


                                     -141-
<PAGE>

                  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 the Master Servicer of a notification that
payment in full (or such payment, if any, in connection with the satisfaction
and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed
in a manner customary for such purposes, and upon notification by the Master
Servicer in the form of a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited) of a Servicing Officer
and a request for release of the Trustee Mortgage File in the form of Exhibit C
hereto the Trustee shall promptly release the related Trustee Mortgage File to
the Master Servicer and the Trustee shall execute and deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of
mortgage or such instrument releasing the lien of the Mortgage, as directed by
the Master Servicer together with the Mortgage Note with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall
not, in any manner, limit or impair the right of the Master Servicer to execute
and deliver, on behalf of the Trustee, the Certificateholders 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 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 or Omissions Policy, or for the purposes of effecting a partial or total
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other
documents included in the Trustee Mortgage File, the Trustee shall, upon request
of the Master Servicer and the delivery to the Trustee of a Request for Release
signed by a Servicing Officer, in the form of Exhibit C hereto, release the
Trustee Mortgage File to the Master Servicer or the Special Servicer, as the
case may be.

                  SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
MASTER SERVICER TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE
CERTIFICATEHOLDERS. Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of the
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Servicer Mortgage Files and funds collected or held by, or under the control of,
the Master Servicer in respect of any Mortgage Loans, whether from the
collection of principal and interest payments or from Liquidation Proceeds or
Insurance Proceeds, including any funds on deposit in the Certificate Account,
shall be held by the 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 and the
Primary Servicing Agreements. The


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<PAGE>

Master Servicer agrees that it shall not create, incur or subject any Servicer
Mortgage Files or Trustee Mortgage File or any funds that are deposited in the
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee or the Paying Agent, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

                  SECTION 8.10 SERVICING COMPENSATION.

                  (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Certificate Account or otherwise collected
from the Mortgage Loans as provided in Section 5.2. The Master Servicer shall be
required to pay to the Primary Servicers the Primary Servicing Fees, 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 Master
Servicer in accordance with the terms of the Primary Servicing Agreements. The
Master Servicer shall be required to pay to the holders of the rights to the
Excess Servicing Fees, the Excess Servicing Fees, which shall be payable by the
Trust as provided in Section 5.1(c), unless otherwise retained by the holders of
such rights. Notwithstanding anything herein to the contrary, if any of the
holders of the right to receive Excess Servicing Fees resigns or is no longer
Master Servicer or Primary Servicer, as applicable, for any reason, it will
continue to have the right to receive its portion of the Excess Servicing Fee,
and any of the holders of the right to receive Excess Servicing Fees shall have
the right to assign its portion of the Excess Servicing Fee, whether or not it
is then acting as Master Servicer or Primary Servicer hereunder.

                  (b) Additional servicing compensation in the form of
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 Advance Interest) or
other usual and customary charges and fees actually received from Mortgagors
shall be retained by the Master Servicer, provided that the Master Servicer
shall be entitled to (i) receive 50% of assumption fees collected on Mortgage
Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in
Section 8.18 hereof; and (iii) 100% of any extension fees collected from the
related Mortgagor in connection with the extension of the Maturity Date of any
Mortgage Loan as provided in Section 8.18; provided, however, that the Master
Servicer shall not be entitled to any such fees in connection with any Specially
Serviced Mortgage Loans. If the Master Servicer collects any amount payable to
the Special Servicer hereunder in connection with a REO Mortgage Loan or
Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such
amount to the Special Servicer as provided in Section 5.2. The Master Servicer
shall be required to pay all applicable expenses incurred by it in connection
with its servicing activities hereunder.

                  (c) Notwithstanding any other provision herein, the Master
Servicing Fee for each monthly period relating to each Determination Date shall
be reduced by an amount equal to the


                                     -143-
<PAGE>

Compensating Interest (if any) relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for such Determination Date.

                  (d) The Master Servicer shall also be entitled to additional
servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date, (ii) interest or other income earned on deposits in the Certificate
Account and the Distribution Account (but only to the extent of the net
investment earnings, if any, with respect to each such account), and, (iii) to
the extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Escrow Accounts.

                  SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

                  (a) For each Distribution Date, (i) the Master Servicer shall
deliver to the Paying Agent, no later than 12:00 noon, New York City time, the
related Report Date, the Master Servicer Remittance Report with respect to such
Distribution Date and (ii) the Master Servicer shall deliver to the Paying Agent
on the related Advance Report Date, the amount of P&I Advance to be made by the
Master Servicer on the related Master Servicer Remittance Date. The Special
Servicer is required to provide all information relating to Specially Serviced
Mortgage Loans in order for the Master Servicer to satisfy its duties in this
Section 8.11.

                  (b) The Master Servicer shall deliver to the Trustee, the
Paying Agent and the Special Servicer within 30 days following each Distribution
Date a statement setting forth the status of the Certificate Account as of the
close of business on such Distribution Date showing, for the period covered by
such statement, the aggregate of deposits in or withdrawals from the Certificate
Account.

                  (c) The Master Servicer shall promptly inform the Special
Servicer of the name, account number, location and other necessary information
concerning the Certificate Account in order to permit the Special Servicer to
make deposits therein.

                  (d) [Reserved].

                  (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the Special
Servicer, the Operating Adviser and each Rating Agency, in each case upon
request by such Person and only to the extent such reports and information are
not otherwise required to be delivered to such Person under any provision of
this Agreement.

                  (f) Notwithstanding any provision of this Agreement to the
contrary, the Master Servicer shall not have any obligation to deliver any
statement, notice or report that is then made available on the Master Servicer's
or the Paying Agent's internet website, provided that it has notified all
parties entitled to delivery of such reports, by electronic mail or other notice
provided in this Agreement, to the effect that such statements, notices or
reports shall thereafter be made available on such website from time to time.



                                     -144-
<PAGE>

                  (g) The Master Servicer shall deliver or cause to be delivered
to the Paying Agent the following CMSA Reports with respect to the Mortgage
Loans (and, if applicable, the related REO Properties) providing the required
information as of the related Determination Date upon the following schedule:
(i) a Comparative Financial Status Report not later than each Report Date,
commencing in May 2000; (ii) an Operating Statement Analysis Report and an NOI
Adjustment Worksheet in accordance with Section 8.14 of this Agreement; (iii) a
Servicer Watch List in accordance with and subject to the terms of Section
8.11(h) on each Report Date, commencing in May 2000; (iv) a Loan Set-Up File
(with respect to the initial Distribution Date only) not later than the Report
Date in April 2000; (v) a Loan Periodic Update File not later than each Report
Date commencing in April 2000; (vi) a Property File not later than each Report
Date, commencing in June 2000; (vii) a Delinquent Loan Status Report on each
Report Date, commencing in May 2000; (viii) an Historical Loan Modification
Report not later than each Report Date, commencing in May 2000, (ix) an
Historical Liquidation Report not later than each Report Date, commencing in May
2000; and (x) an REO Status Report on each Report Date, commencing in May 2000.
The information that pertains to Specially Serviced Mortgage Loans and REO
Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Master Servicer in writing and on a
computer readable medium reasonably acceptable to the Master Servicer and the
Special Servicer on the Determination Date prior to the related Master Servicer
Remittance Date in the form required under Section 9.32. The Master Servicer's
responsibilities under this Section 8.11(g) with respect to REO Loans and
Specially Serviced Mortgage Loans shall be subject to the satisfaction of the
Special Servicer's obligations under Section 9.32.

                  (h) For each Distribution Date, the Master Servicer shall
deliver to the Paying Agent, not later than the related Report Date, a Servicer
Watch List. The Master Servicer shall list any Mortgage Loan on the Servicer
Watch List as to which any of the following events have occurred : (i) Mortgage
Loans having a current Debt Service Coverage Ratio that is 80% or less of the
Debt Service Coverage Ratio listed for such Mortgage Loan on Annex A to the
Final Prospectus Supplement or having a Debt Service Coverage Ratio that is less
than 1.00x, (ii) Mortgage Loans as to which any required inspection of the
related Mortgaged Property conducted by the Master Servicer indicates a problem
that the Master Servicer determines can reasonably be expected to materially
adversely affect the cash flow generated by such Mortgaged Property, (iii)
Mortgage Loans which have come to the Master Servicer's attention in the
performance of its duties under this Agreement, in respect of which (A) the
occupancy of the related Mortgaged Property is under 80%, (B) any tenant
occupying 25% or more of the space in the related Mortgaged Property is the
subject of bankruptcy or similar proceedings if the Master Servicer has received
written notice of such proceedings or such proceedings have become general
public knowledge or (C) any Mortgagor or an affiliate thereof has been the
subject of bankruptcy or similar proceedings if the Master Servicer has received
written notice of such proceedings or such proceedings have become general
public knowledge, (iv) Mortgage Loans that are at least 30 days delinquent in
payment and (v) Mortgage Loans that are within 60 days of maturity.

                  SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master
Servicer shall deliver to the Depositor, the Paying Agent and the Trustee on or
April 1 of each year, commencing in April 2001, an Officer's Certificate
stating, as to the signer thereof, that (A) a review of the activities of the
Master Servicer during the preceding calendar year or portion


                                     -145-
<PAGE>

thereof and of the performance of the Master Servicer under this Agreement has
been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, the Master Servicer has fulfilled all its
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. The Master Servicer shall forward a copy of each such statement to the
Rating Agencies, the Operating Adviser and any Non-Investment Grade Requesting
Certificateholder.

                  SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before April 1 of each year, commencing in April 2001, the Master
Servicer shall cause a firm of nationally recognized independent public
accountants that is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Depositor, the Operating Adviser, the
Paying Agent and the Trustee to the effect that such firm has examined certain
documents and records relating to the servicing of the Mortgage Loans and that,
on the basis of such examination conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers ("USAP") or the Audit
Program for Mortgages serviced for FHLMC (the "FHLMC Audit Program"), the
servicing for the preceding calendar year has been conducted in compliance with
such agreements except for such significant exceptions or errors in records
that, in the opinion of such firm, the USAP or FHLMC Audit Program require it to
report. The Master Servicer shall forward a copy of each such report to the
Rating Agencies.

                  SECTION 8.14 OPERATING STATEMENT ANALYSIS REPORTS REGARDING
THE MORTGAGED PROPERTIES. Not later than the Report Date occurring in July of
each year, but initially in October 2000, the Master Servicer (in the case of
Mortgage Loans that are not Specially Serviced Mortgage Loans) or the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall deliver to the
Trustee, the Paying Agent, the Placement Agents, the Underwriters, the Rating
Agencies, any Operating Adviser, any Non-Investment Grade Requesting
Certificateholder and the Depositor an Operating Statement Analysis Report and
an NOI Adjustment Worksheet for each Mortgage Loan, based on the most recently
available year-end financial statements and most recently available rent rolls
of each applicable Mortgagor (to the extent provided to the Master Servicer by
or on behalf of each Mortgagor, or, in the case of Specially Serviced Mortgaged
Loans, as provided to the Special Servicer, which Special Servicer shall forward
such information to the Master Servicer on or before April 15 of each such
year), containing such information and analyses for each Mortgage Loan provided
for in the form of Operating Statement Analysis Report and an NOI Adjustment
Worksheet as would customarily be included in accordance with the Servicing
Standard including, without limitation, Debt Service Coverage Ratios and income.
In addition, the Master Servicer shall deliver to the Operating Adviser and any
Non-Investment Grade Certificateholders, and upon request the Master Servicer
shall make available to the Rating Agencies, the Special Servicer, the Paying
Agent and the Trustee, within 30 days following receipt thereof by the Master
Servicer, copies of any annual, monthly or quarterly financial statements and
rent rolls collected with respect to the Mortgaged Properties. As and to the
extent reasonably requested by the Special Servicer, the Master Servicer shall
make inquiry of any Mortgagor with respect to such information or as regards the
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to such Certificateholder or
Certificate Owner, such Operating Statement Analysis Reports pursuant to Section
5.4(a) if the Operating



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Statement Analysis Report has been provided electronically by the Master
Servicer. If such Operating Statement Analysis Reports are not provided to the
Paying Agent electronically, the Paying Agent shall deliver such reports by
first class mail if requested by a Certificateholder or Certificate Owner in
writing.

                  SECTION 8.15 OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF
THE MASTER SERVICER.

                  (a) Subject to paragraphs (b), (c) and (d) below, the Paying
Agent shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Seller, any Primary Servicer, any
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the
Depositor, originals or copies of, among other things, the following items: (i)
this Agreement and any amendments thereto, (ii) all final and released Operating
Statement Analysis Reports and the Master Servicer Remittance Reports, (iii) all
Officer's Certificates (including Officer's Certificates evidencing any
determination of Nonrecoverable Advances) delivered to the Trustee and the
Paying Agent since the Closing Date, (iv) all accountants' reports delivered to
the Trustee and the Paying Agent since the Closing Date, (v) 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 rent roll, if any, collected by or on behalf of the
Master Servicer or the Special Servicer, (vii) any and all modifications,
waivers and amendments of the terms of a Mortgage Loan entered into by the
Master Servicer and/or the Special Servicer, and (viii) any and all Officers'
Certificates (and attachments thereto) delivered to the Trustee and the Paying
Agent to support the Master Servicer's determination that any Advance was not
or, if made, would not be, recoverable. The Trustee will be permitted to require
payment of a sum to be paid by the requesting party (other than the Rating
Agencies, the Trustee, the Paying Agent, any Placement Agent or any Underwriter)
sufficient to cover the reasonable costs and expenses of making such information
available.

                  (b) Subject to the restrictions described below, the Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the Special Servicer, the Primary Servicers, the Sellers, the
Placement Agents, the Underwriters, the Operating Adviser, any Certificateholder
or Certificate Owner, upon reasonable notice and during normal business hours,
reasonable access to all information referred to in Section 8.15(a) and any
additional relevant, non-attorney-client-privileged records and documentation
regarding the applicable Mortgage Loans, REO Property and all accounts,
insurance policies and other relevant matters relating to this Agreement, and
access to Servicing Officers of the Master Servicer responsible for its
obligations hereunder. Copies of information or access will be provided to
Certificateholders and each Certificate Owner providing satisfactory evidence of
ownership of Certificates or beneficial ownership of a Certificate, as the case
may be. Copies (or computer diskettes or other digital or electronic copies of
such information if reasonably available in lieu of paper copies) of any and all
of the foregoing items shall be made available by the Master Servicer upon
request; provided, however, that the Master Servicer shall be permitted to
require payment by the requesting party (other than the Depositor, the Trustee,
the Paying Agent, the Special Servicer, any Placement Agent, any Underwriter, or
any Rating Agency) of a sum



                                     -147-
<PAGE>

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

                  (c) Nothing herein shall be deemed to require the Master
Servicer to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person's information or report, included in any
communication from the Special Servicer or Mortgagor. Notwithstanding the above,
the Master Servicer shall not have any liability to the Depositor, the Trustee,
the Fiscal Agent, the Paying Agent, the Special Servicer, any Certificateholder,
any Certificate Owner, any Placement Agent, any Underwriter, any Rating Agency
or any other Person to whom it delivers information pursuant to this Section
8.15 or any other provision of this Agreement for federal, state or other
applicable securities law violations relating to the disclosure of such
information. In the event any Person brings any claims relating to or arising
from the foregoing against the Master Servicer (or any employee, attorney,
officer, director or agent thereof), the Trust (from amounts held in any account
or otherwise) shall hold harmless and indemnify the Master Servicer from any
loss or expense (including attorney fees) relating to or arising from such
claims.

                  (d) The Master Servicer shall produce the reports required of
it under this Agreement; provided, however, that the Master Servicer shall not
be required to produce any ad hoc non-standard written reports with respect to
such Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the Primary
Servicers, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders or Certificate Owners. Any transmittal of
information by the Master Servicer to any Person other than the Trustee, the
Paying Agent, the Master Servicer, the Special Servicer, the Rating Agencies,
the Operating Adviser, any Non-Investment Grade Requesting Certificateholder, or
the Depositor may be accompanied by a letter from the Master Servicer containing
the following provision:

                  "By receiving the information set forth herein, you hereby
acknowledge and agree that the United States securities laws restrict any person
who possesses material, non-public information regarding the Trust which issued
Morgan Stanley Dean Witter Capital I. Inc, Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 from purchasing or selling such Certificates in
circumstances where the other party to the transaction is not also in possession
of such information. You also acknowledge and agree that such information is
being provided to you for the purpose of, and such information may be used only
in connection with, evaluation by you or another Certificateholder, Certificate
Owner or prospective purchaser of such Certificates or beneficial interest
therein."

                  (e) The Master Servicer may, at its discretion, make available
by electronic media and bulletin board service certain information and may make
available by electronic media or


                                     -148-
<PAGE>

bulletin board service (in addition to making such information available as
provided herein) any reports or information required by this Agreement that the
Master Servicer is required to provide to any of the Rating Agencies, the
Depositor and anyone the Depositor reasonably designates.

                  (f) The Master Servicer shall cooperate in providing the
Rating Agencies with such other pertinent information relating to the Mortgage
Loans as is or should be in their respective possession as the Rating Agencies
may reasonably request.

                  SECTION 8.16 RULE 144A INFORMATION. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent
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 the
Master Servicer that is required to be provided to such holder or prospective
purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the
Securities Act, including, without limitation, copies of the reports and
information described in Sections 8.15(a) and (b).

                  Any recipient of information provided pursuant to this Section
8.16 shall agree that such information shall not be disclosed or used for any
purpose other than the evaluation of the Certificates by such Person and the
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Placement Agent, the Underwriters 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 the Master Servicer making any report or
information available upon request to any Person other than the parties hereto,
the Master Servicer may require that the recipient of such information
acknowledge that the Master Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Paying Agent, the Placement
Agents, the Underwriters, any Rating Agency and/or the Certificateholders and
Certificate Owners. The Master Servicer will be permitted to require payment of
a sum to be paid by the requesting party (other than the Rating Agencies, the
Trustee, the Paying Agent, the Placement Agent or the Underwriters) sufficient
to cover the reasonable costs and expenses of making such information available.

                  SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its
own expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans, every
calendar year beginning in 2001, or every second calendar year beginning in 2001
if the principal balance of the related Mortgage Loan is under $2 million);
provided that the Master Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that
has a Debt Service Coverage Ratio that falls below 1.0x. The Master Servicer
shall prepare an Inspection Report relating to each inspection. The Master
Servicer shall promptly forward the applicable Inspection Report to the Rating
Agencies, the Placement Agent, the Underwriters, the Depositor, the Trustee, the
Paying Agent, the Operating Adviser, any Non-Investment Grade Requesting
Certificateholder (that requests the applicable Inspection Report) and the
Special Servicer. The Special Servicer shall have the right to inspect or cause
to be inspected (at its own expense)



                                     -149-
<PAGE>

every calendar year any Mortgaged Property related to a Mortgage Loan that is
not a Specially Serviced Mortgage Loan, provided that the Special Servicer
notifies the Master Servicer prior to such inspection.

                  SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS
AND CONSENTS.

                  Subject to the limitations of Section 12.3 hereof, the Master
Servicer shall have the following powers:

                  (a) (i) The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or
relating to any term other than a Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan, provided that such amendment would not result
in an Adverse REMIC Event; and provided, further that if any consent relates to
a release of a letter of credit relating to any Mortgage Loan (other than
letters of credit or portions thereof released upon satisfaction of conditions
specified in the related agreements), then (i) the Master Servicer shall notify
the Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five days provide notice to the
Master Servicer on whether the Master Servicer should approve the release (and
the failure of the Special Servicer to give the Master Servicer such notice
shall automatically be deemed to be an approval by the Special Servicer that the
Master Servicer should grant such release). Notwithstanding the preceding
sentence, if the Master Servicer recommends to approve such modification,
waiver, amendment or consent, the Master Servicer shall provide to the Special
Servicer a copy of the Master Servicer's recommendation and the relevant
information obtained or prepared by the Master Servicer in connection therewith,
and if any proposed modification, waiver, amendment or consent is deemed
material by the Master Servicer (exercising its good faith judgment in
accordance with the Servicing Standard) (A) the Special Servicer shall have the
right hereunder to grant or withhold consent to any such proposed modification,
waiver, amendment or consent, and such consent of the Special Servicer shall not
be unreasonably withheld, consistent with the Servicing Standard, (B) failure of
the Special Servicer to notify the Master Servicer, within three Business Days
following the Master Servicer's delivery of the recommendation described above,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not enter
into any such proposed modification, waiver, amendment or consent unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described above. In any event, the Master
Servicer shall promptly notify the Special Servicer of any material
modification, waiver, amendment or consent executed by the Master Servicer
pursuant to this Section 8.18(a)(i) and provide to the Special Servicer a copy
thereof.

                  Notwithstanding the foregoing, the Special Servicer
acknowledges that the Master Servicer has delegated certain tasks, rights and
obligations to Primary Servicers with respects to Post Closing Requests (as
defined in the Primary Servicing Agreements) pursuant to Section 8.4 of this
Agreement. The Primary Servicing Agreements classify certain Post Closing
Requests as Category 1 Requests (as defined in the Primary Servicing
Agreements), in which Primary Servicer has certain authority to evaluate and
process such requests in accordance with this


                                     -150-
<PAGE>

Agreement, the applicable Primary Servicing Agreement and applicable Mortgage
Loan documents.

                  With respect to a Category 1 Request that involves a
condition, term or provision that requires, or specifies a standard of, consent
or approval of the applicable Mortgagee under the Mortgage Loan documents, the
Primary Servicing Agreements provide for Master Servicer's determination of
materiality of such condition, term or provision requiring approval or consent
and the referral of such condition, term or provision to a Special Servicer for
consent in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

                  (ii) The Master Servicer may, without the consent of the
Special Servicer, extend the maturity date of any Balloon Mortgage Loan that is
not a Specially Serviced Mortgage Loan to a date that is not more than 60 days
following the original Maturity Date, if in the Master Servicer's sole judgment
exercised in good faith (and evidenced by an Officer's Certificate), a default
in the payment of the Balloon Payment is reasonably foreseeable and such
extension is reasonably likely to produce a greater recovery on a net present
value basis than liquidation of such Mortgage Loan and the Borrower has obtained
an executed written commitment (subject only to satisfaction of conditions set
forth therein) for refinancing of the Mortgage Loan or purchase of the related
Mortgaged Property. The Master Servicer shall process all such extensions and
shall be entitled to (as additional servicing compensation) 100% of any
extension fees collected from a Mortgagor with respect to any such extension.

                  (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees) incurred by the
Master Servicer in connection with any request for a modification, waiver or
amendment. The Master Servicer agrees to use its best reasonable efforts in
accordance with the Servicing Standard to collect such costs, expenses and fees
from the Mortgagor, provided that, subject to the following sentence, the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer. If no such notice is given to the Special
Servicer but such costs and expenses nevertheless result in a payment or
reimbursement by the Trust, then the Master Servicer shall reimburse the Trust
for such payment in an amount not to exceed 50% of any modification fees
collected by the Master Servicer in connection with such consent, modification,
waiver or amendment.



                                     -151-
<PAGE>

                  (c) The Master Servicer shall notify the Trustee and the
Paying Agent of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the Trustee for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly following the execution thereof except to the extent such documents
have been submitted to the applicable recording office, in which event the
Master Servicer shall promptly deliver copies of such documents to the Trustee.
The Master Servicer shall not agree to any modification, waiver, or amendment of
any Money Term of a Mortgage Loan or any term of a Specially Serviced Mortgage
Loan.

                  (d) Notwithstanding the foregoing provisions of this Section
8.18, if the Mortgage Loan documents relating to a Mortgage Loan provide that a
Rating Agency Confirmation is specifically required (and not merely an option of
the lender) as a condition to the taking of certain actions by the Master
Servicer or the Special Servicer (or the failure of the Master Servicer or the
Special Servicer to take such actions), then the Master Servicer or Special
Servicer, as applicable, shall not be permitted to waive such condition without
a Rating Agency Confirmation in respect of such waiver.

                  SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

                  (a) The Master Servicer shall send a written notice to the
Special Servicer, the Rating Agencies, the Paying Agent 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, except for the Rating Agencies, the Paying Agent
and the Trustee, shall be accompanied by a copy of the Servicer Mortgage File.

                  (b) Prior to the transfer of the servicing of any Specially
Serviced Mortgage Loan to the Special Servicer, the Master Servicer shall notify
the related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

                  (c) Any calculations or reports prepared by the Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to the Master Servicer in writing by the Special
Servicer as provided hereby. The Master Servicer shall have no duty to
investigate or confirm the accuracy of any information provided to it by the
Special Servicer and shall have no liability for the inaccuracy of any of its
reports due to the inaccuracy of the information provided by the Special
Servicer.

                  (d) On or prior to each Distribution Date, the Master Servicer
shall provide to the Special Servicer, in order for the Special Servicer to
comply with its obligations under this Agreement, such information (and in the
form and medium) as the Special Servicer may reasonably request in writing from
time to time, provided that (i) the Master Servicer shall not be required to
produce any ad hoc reports or incur any unusual expense or effort in connection
therewith and (ii) if the Master Servicer elects to provide such ad hoc reports,
it may require the Special Servicer to pay a reasonable fee to cover the costs
of the preparation thereof.



                                     -152-
<PAGE>

                  SECTION 8.20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
MASTER SERVICER.

                  (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

                  (i) the Master Servicer is duly organized, validly existing
and in good standing as a national banking association under the laws of the
United States, and shall be and thereafter remain, in compliance with the laws
of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement, except where the failure to so
qualify or comply would not adversely affect the Master Servicer's ability to
perform its obligations hereunder in accordance with the terms of this
Agreement;

                  (ii) the Master Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Master Servicer; and
this Agreement, assuming the due authorization, execution and delivery thereof
by the Depositor, the Trustee, the Fiscal Agent, the Paying Agent and the
Special Servicer, evidences the valid and binding obligation of the Master
Servicer enforceable against the Master Servicer in accordance with its terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

                  (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                  (iv) no litigation is pending or, to the Master Servicer's
knowledge, threatened, against it, that would materially and adversely affect
the execution, delivery or enforceability of this Agreement or its ability to
service the Mortgage Loans or to perform any of its other obligations hereunder
in accordance with the terms hereof;

                  (v) no consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign


                                     -153-
<PAGE>

corporation or licensed in one or more states is not necessary for the
performance by it of its obligations hereunder; and

                  (vi) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and
other authorizations necessary to perform its duties hereunder.

                  (b) It is understood that the representations and warranties
set forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the Master Servicer arising
out of the breach of any representations and warranties made in this Section
shall accrue upon discovery of such breach by any of the Trustee or the Master
Servicer. The Master Servicer shall give prompt notice to the Trustee, the
Depositor, the Primary Servicers and the Special Servicer of the occurrence, or
the failure to occur, of any event that, with notice or the passage of time or
both, would cause any representation or warranty in this Section to be untrue or
inaccurate in any respect.

                  SECTION 8.21 MERGER OR CONSOLIDATION. Any Person into which
the Master Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Master Servicer shall be a party, or any Person succeeding to the business of
the Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the provisions in
the foregoing sentence are not met, the Trustee may terminate the Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

                  SECTION 8.22 RESIGNATION OF MASTER SERVICER.

                  (a) Except as otherwise provided in Section 8.22(b) hereof,
the Master Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that the Master Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by the Master Servicer to the Trustee.

                  (b) The Master Servicer may resign from the obligations and
duties imposed on it, upon 30 days notice to the Trustee and the Paying Agent,
provided that (i) a successor servicer (w) is available, (x) has assets of at
least $15,000,000, (y) is willing to assume the obligations, responsibilities,
and covenants to be performed hereunder by the Master Servicer on substantially
the same terms and conditions, and for not more than equivalent compensation to


                                     -154-
<PAGE>

that herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

                  SECTION 8.23 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER. The Master Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of the Master Servicer (as provided in
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided, however, that with respect to
clause (B), (i) the Master Servicer gives the Depositor, the Special Servicer,
the Primary Servicers and the Trustee notice of such assignment and delegation;
(ii) such purchaser or transferee accepting such assignment and delegation
executes and delivers to the Depositor and the Trustee an agreement accepting
such assignment, which contains an assumption by such Person of the rights,
powers, duties, responsibilities, obligations and liabilities of the Master
Servicer, with like effect as if originally named as a party to this Agreement
and the Primary Servicing Agreements; (iii) the purchaser or transferee has
assets in excess of $15,000,000; (iv) such assignment and delegation is the
subject of a Rating Agency Confirmation; and (v) the Depositor consents to such
assignment and delegation, such consent not be unreasonably withheld. In the
case of any such assignment and delegation in accordance with the requirements
of subclause (B) of this Section, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as the Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment set
forth in the preceding sentence. Notwithstanding the above, the Master Servicer
may appoint the Primary Servicers and Sub-Servicers in accordance with Section
8.4 hereof.

                  SECTION 8.24 LIMITATION ON LIABILITY OF THE MASTER SERVICER
AND OTHERS.

(a) Neither the Master Servicer nor any of the directors, officers, employees or
agents of the Master Servicer shall be under any liability to the holders of the
Certificates, the Depositor, the Trustee, the Fiscal Agent, the Paying Agent,
the Placement Agents, the Underwriters or the Special Servicer for any action
taken or for refraining from the taking of any action in good faith, or using
reasonable business judgment, consistent with the Servicing Standard; provided
that this provision shall not protect the Master Servicer or any such person
against any breach of a representation or warranty contained herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in its performance of duties under the Agreement or by
reason of negligent disregard of obligations and duties hereunder. The Master
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the Special Servicer)
respecting any matters arising hereunder. The Master Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Mortgage Loans in accordance with this
Agreement; provided that the Master Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or


                                     -155-
<PAGE>

desirable in order to protect the interests of the Certificateholders and the
Trustee in the Mortgage Loans (subject to the Special Servicer's servicing of
Specially Serviced Mortgage Loans as contemplated herein), or shall undertake
any such action if instructed to do so by the Trustee. In such event, all legal
expenses and costs of such action shall be expenses and costs of the Trust, and
the Master Servicer shall be entitled to be reimbursed therefor as Servicing
Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.

                  (b) In addition, the Master Servicer shall have no liability
with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any
certificates or opinions furnished to the Master Servicer and conforming to the
requirements of this Agreement. Subject to the Servicing Standard, the Master
Servicer shall have the right to rely on information provided to it by the
Special Servicer and Mortgagors, and will have no duty to investigate or verify
the accuracy thereof. Neither the Master Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgement made in good faith by any officer, unless it shall be proved that the
Master Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

                  (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicer, the Paying Agent, Trustee or the Fiscal Agent
in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent the Master Servicer is unable to recover such
amounts from the Person in breach.

                  (d) Except as otherwise specifically provided herein:

                  (i) the Master Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format)
reasonably believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

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

                  (iii) the Master Servicer shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and



                                     -156-
<PAGE>

                  (iv) the Master Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed by it to be genuine
and provided by any Mortgagor or manager of a Mortgaged Property.

                  (e) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trustee, the Fiscal
Agent, the Paying Agent and the Special Servicer, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the Trustee's,
Fiscal Agent's, Paying Agent's or the Special Servicer's, as the case may be,
respective willful misfeasance, bad faith or negligence in the performance of
its respective duties hereunder or by reason of negligent disregard of its
respective duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer's duties hereunder or by reason of negligent
disregard of the Master Servicer's obligations and duties hereunder. The Master
Servicer shall immediately notify the Trustee and Paying Agent if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Master Servicer to indemnification hereunder, whereupon the
Trustee and Paying Agent may assume the defense of any such claim (with counsel
reasonably satisfactory to the Master Servicer) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Trustee or the Paying Agent
shall not affect any rights the Master Servicer or the Trust may have to
indemnification under this Agreement or otherwise, unless the Trustee's or the
Paying Agent's defense of such claim is materially prejudiced thereby. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Master Servicer hereunder. Any payment hereunder made by the
Trustee, the Paying Agent or the Fiscal Agent pursuant to this paragraph to the
Master Servicer shall be paid from the Trustee's, Paying Agent's or Fiscal
Agent's own funds, without reimbursement from the Trust therefor except achieved
through subrogation as provided in this Agreement. Any expenses incurred or
indemnification payments made by the Trustee, the Paying Agent or the Fiscal
Agent shall be reimbursed by the party so paid, if a court of competent
jurisdiction makes a final judgment that the conduct of the Trustee, the Paying
Agent or the Fiscal Agent, as the case may be was not culpable or found to have
acted with willful misfeasance, bad faith or negligence.

                  SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Master Servicer and each of the Primary Servicers and
any director, officer, employee or agent of the Master Servicer and each of the
Primary Servicers shall be indemnified by the Trust and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of the Master Servicer's or any Primary Servicer's willful misfeasance,
bad faith or negligence in the performance of duties hereunder. The Master
Servicer and each Primary Servicer shall promptly notify the Trustee and the
Paying Agent if a


                                     -157-
<PAGE>

claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Master Servicer or any Primary Servicer to indemnification
hereunder, whereupon the Trustee, on behalf of the Trust, shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer or 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. Any failure to so notify the Trustee and the
Paying Agent shall not affect any rights the Master Servicer or any Primary
Servicer may have to indemnification under this Agreement or otherwise, unless
the Trust is prejudiced thereby. The indemnification provided herein shall
survive the termination of this Agreement. The Trustee, the Paying Agent or the
Master Servicer shall promptly make from the Certificate Account any payments
certified by the Master Servicer to the Trustee and the Paying Agent as required
to be made to the Master Servicer or any Primary Servicer pursuant to this
Section 8.25.

                  (b) The Master Servicer agrees to indemnify the Trustee, the
Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent,
and any director, officer, employee, agent or Controlling Person thereof, and
hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special
Servicer, the Depositor, the Paying Agent, and the Trust may sustain arising
from or as a result of the willful misfeasance, bad faith or negligence in the
performance of any of the Master Servicer's duties hereunder or by reason of
negligent disregard of the Master Servicer's obligations and duties hereunder
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations), and if
in any such situation the Master Servicer is replaced, the parties hereto agree
that the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Master Servicer was not culpable or that the Master Servicer did not act
with willful misfeasance, bad faith or negligence.



                                     -158-
<PAGE>

                  (c) The Master Servicer shall indemnify and hold harmless the
Trust, the Trustee, the Paying Agent and the Fiscal Agent, and each of their
respective directors, each of its officers, employees, agents and any
Controlling Person of the Fiscal Agent, the Paying Agent or the Trustee from and
against any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Trust, the Trustee, the Paying Agent or Fiscal
Agent, or any such director, officer, employees, agents or such Controlling
Person may become subject, under the 1933 Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, any
untrue statement of a material fact contained in the Preliminary Prospectus
Supplement, Final Prospectus Supplement or Prospectus or in the Private
Placement Memorandum, or arises out of, or is based upon the omission to state
therein a material fact necessary to make the statements therein not misleading,
and shall reimburse the Trust, Trustee, the Paying Agent or Fiscal Agent or any
such director, officer, employee, agent or Controlling Person for any legal and
other expenses reasonably incurred by the Trust, the Trustee, the Fiscal Agent,
the Paying Agent or any such director, officer, employee, agent or Controlling
Person in investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action, but in each case only to the extent
that the untrue statement or omission was made in reliance upon and in
conformity with written information concerning the Master Servicer furnished to
the Depositor by or on behalf of the Master Servicer specifically for inclusion
therein. The Trustee, the Paying Agent or the Fiscal Agent, as applicable, shall
immediately notify the Master Servicer if a claim is made by a third party with
respect to this Section 8.25(c) entitling the Trust or the Trustee, the Paying
Agent or the Fiscal Agent, as the case may be, or any of its directors,
officers, employees, agents or Controlling Persons, as the case may be, to
indemnification hereunder, whereupon the Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Fiscal
Agent, the Paying Agent or the Trustee, as the case may be) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trust, the Fiscal Agent, the Paying Agent and the Trustee
may have to indemnification under this Section 8.25(c), unless the Master
Servicer's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the resignation or termination of the Master Servicer, the Fiscal Agent, the
Paying Agent and the Trustee.

                  (d) The parties expressly agree that the only written
information concerning the Master Servicer furnished by or on behalf of the
Master Servicer for inclusion in the Preliminary Prospectus Supplement, the
Final Prospectus Supplement, the Private Placement Memorandum and the Prospectus
is the information set forth under the paragraphs under the caption "SERVICING
OF THE MORTGAGE LOANS -- The Master Servicer and Special Servicer--Master
Servicer" of the Preliminary Prospectus Supplement and Final Prospectus
Supplement.

                  SECTION 8.26 EXCHANGE ACT REPORTING. The Master Servicer, the
Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall
reasonably cooperate with the Depositor in connection with the Depositor's
satisfying the reporting requirements in respect of the Trust under the Exchange
Act. The Paying Agent shall prepare and file on behalf of the Depositor periodic
reports with respect to the Trust as required by the Exchange Act and the Rules
and Regulations of the Securities and Exchange Commission thereunder; provided
that such items shall have been received by the Paying Agent (to the extent not
generated by the


                                     -159-
<PAGE>

Paying Agent) in the format required for electronic filing via the EDGAR system;
and provided, further, that any such items that are required to be delivered by
the Master Servicer, the Special Servicer, the Depositor or any other Person to
the Paying Agent shall be so delivered in the format required for electronic
filing via the EDGAR system (in addition to any other required format). The
Paying Agent shall have no responsibility to file any such items that have not
been received in such EDGAR-compatible format nor shall it have any
responsibility to convert any items to such format. The Depositor shall seek
from the Securities and Exchange Commission a no-action letter or other
exemptive relief relating to reduced reporting requirements in respect of the
Trust under the Exchange Act and shall provide a copy of any such documents to
the Paying Agent and the Paying Agent shall, in accordance with and to the
extent permitted by applicable law, file a Form 15 relating to the automatic
termination of reporting in respect of the Trust under the Exchange Act.

                  SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master
Servicer shall act in accordance with this Agreement and the REMIC Provisions
and related provisions of the Code in order to create or maintain the status of
the four REMICs as REMICs under the Code. The Master Servicer shall take no
action or cause any REMIC to take any action that could (i) endanger the status
of any REMIC as a REMIC under the Code or (ii) result in the imposition of a tax
upon any REMIC (including, but not limited to, the tax on prohibited
transactions as defined in Code Section 860F(a)(2) or on prohibited
contributions pursuant to Section 860G(d)) unless the Trustee shall have
received a Nondisqualification Opinion (at the expense of the party seeking to
take such action) to the effect that the contemplated action will not endanger
such status or result in the imposition of such tax. The Master Servicer shall
comply with the provisions of Article XII hereof.

                  SECTION 8.28 TERMINATION.

                  (a) The obligations and responsibilities of the Master
Servicer created hereby (other than the obligation of the Master Servicer to
make payments to the Paying Agent as set forth in Section 8.29 and the
obligations of the Master Servicer to the Trustee, Paying Agent, Fiscal Agent,
the Special Servicer and the Trust) shall terminate (i) on the date which is the
later of (A) the final payment or other liquidation of the last Mortgage Loan
remaining outstanding (and final distribution to the Certificateholders) or (B)
the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(b)(iii), (iv), (v), (vi) or (vii) has occurred, 60 days following the date
on which the Trustee or Depositor gives written notice to the Master Servicer
that the Master Servicer is terminated or (iii) if an Event of Default described
in clauses 8.28(b)(i), (ii), (viii), (ix) or (x) has occurred, immediately upon
the date on which the Trustee or the Depositor gives written notice to the
Master Servicer that the Master Servicer is terminated. After any Event of
Default, the Trustee (i) may elect to terminate the Master Servicer by providing
such notice, and (ii) shall provide such notice if holders of Certificates
representing more than 25% of the Aggregate Certificate Balance of all
Certificates so direct the Trustee.

                  (b) "Event of Default," wherever used herein, means any one of
the following events:



                                     -160-
<PAGE>

                  (i) any failure by the Master Servicer to remit to the Paying
Agent any payment required to be remitted by the Master Servicer under the terms
of this Agreement, including any required Advances; or

                  (ii) any failure by the Master Servicer to make a required
deposit to the Certificate Account which continues unremedied for one Business
Day following the date on which such deposit was first required to be made; or

                  (iii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the duties, covenants or
agreements on the part of the Master Servicer contained in this Agreement which
continues unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Depositor or the Trustee; provided, however, that
if the Master Servicer certifies to the Trustee and the Depositor that the
Master Servicer is in good faith attempting to remedy such failure, such cure
period will be extended to the extent necessary to permit the Master Servicer to
cure such failure; provided, further that such cure period may not exceed 90
days; or

                  (iv) any breach of the representations and warranties
contained in Section 8.20 hereof that materially and adversely affects the
interest of any holder of any Class of Certificates and that continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the Master
Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

                  (v) the Trustee shall receive notice from Fitch to the effect
that the continuation of the Master Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Fitch
to any Class of Certificates; or

                  (vi) the Master Servicer has been downgraded to a servicer
rating level below CMS3 (or its then equivalent) by Fitch; or

                  (vii) the Master Servicer is no longer on the approved list of
commercial mortgage loan master servicers maintained by S&P; or

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

                  (ix) the Master Servicer shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of


                                     -161-
<PAGE>

debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or of or relating to all or substantially all of
its property; or

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


                  (c) Notwithstanding the foregoing, if the Event of Default of
the Master Servicer occurs primarily by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined) and the Trustee (or the Trustee at
the direction of the Certificateholders pursuant to Section 8.28 hereof) elects
to terminate the Master Servicer, then Wells Fargo Bank, National Association
shall have the right to elect that the successor Master Servicer, upon its
succession, enter into a primary servicing agreement with Wells Fargo Bank,
National Association with respect to all Mortgage Loans as to which that Primary
Servicing Default occurred so long as Wells Fargo Bank, National Association is
on the approved list of commercial mortgage loan servicers maintained by S&P;
such agreement shall be substantially in the form of Exhibit G hereto (but as if
Wells Fargo Bank, National Association were the Primary Servicer thereunder and
with applicable servicing fees and excess fees as specified on the Mortgage Loan
Schedule), with respect to the Mortgage Loans with respect to which the Primary
Servicer Default occurred; and thereupon Wells Fargo Bank, National Association
shall be deemed to have been granted the rights and deemed to have assumed the
obligations granted to or imposed on "Primary Servicers" hereunder as to such
Mortgage Loans (and under such Primary Servicing Agreement). For purposes of the
preceding sentence, a "Primary Servicing Default" means an "event of default" of
the related Primary Servicer (other than Wells Fargo Bank, National Association)
under the related Primary Servicing Agreement of either Principal Capital
Management, LLC or JHREF under the related Primary Servicing Agreement.

                  SECTION 8.29 PROCEDURE UPON TERMINATION.

                  (a) Notice of any termination pursuant to clause (i) of
Section 8.28(a), specifying the Master Servicer Remittance Date upon which the
final transfer by the Master Servicer to the Paying Agent shall be made, shall
be given promptly in writing by the Master Servicer to the Trustee and the
Paying Agent no later than the later of (i) five Business Days after the final
payment or other liquidation of the last Mortgage Loan or (ii) the sixth day of
the month of such final distribution. Upon any such termination, the duties of
the Master Servicer (other than the obligation of the Master Servicer to pay to
the Paying Agent the amounts remaining in the Certificate Account as set forth
below and the obligations of the Master Servicer to the Trustee and the Trust
and the Fiscal Agent as provided herein) shall terminate and the Master Servicer
shall transfer to the Paying Agent the amounts remaining in the Certificate
Account after making the withdrawals permitted to be made pursuant to Section
5.2 and shall thereafter terminate the Certificate Account and any other account
or fund maintained with respect to the Mortgage Loans.



                                     -162-
<PAGE>

                  (b) On the date specified in a written notice of termination
given to the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on
the date on which a written notice of termination is given to the Master
Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and
rights of the Master Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall terminate (except for any rights relating to
unpaid servicing compensation or unreimbursed Advances or, if the terminated
Master Servicer is Wells Fargo Bank, National Association, its rights to the
Excess Servicing Fee); provided that in no event shall the termination of the
Master Servicer be effective until a successor servicer shall have succeeded the
Master Servicer as successor servicer, notified the Master Servicer of such
designation, and such successor servicer shall have assumed the Master
Servicer's obligations and responsibilities hereunder and under the Primary
Servicing 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 the Master Servicer as servicer until and
unless it has satisfied the provisions that would apply to a Person succeeding
to the business of the Master Servicer pursuant to Section 8.22(b) hereof.
Notwithstanding the foregoing sentence, in the event that the Master Servicer is
terminated as a result of an event described in Section 8.28(b)(viii),
8.28(b)(ix) or 8.28(b)(x), the Trustee shall act as successor servicer
immediately upon delivery of a notice of termination to the Master Servicer and
shall use its best efforts within 90 days of assuming the duties of the
Servicer, either to satisfy the conditions of Section 8.22(b) hereof or to
transfer the duties of the Master Servicer to a successor servicer who has
satisfied such conditions. The Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee, the Paying Agent and the Fiscal
Agent in effecting the termination of the Master Servicer's responsibilities and
rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the Trustee
all documents and records in electronic or other form reasonably requested by it
to enable the successor servicer designated by the Trustee to assume the Master
Servicer's functions hereunder and to effect the transfer to such successor for
administration by it of all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Certificate Account and any other
account or fund maintained or thereafter received with respect to the Mortgage
Loans.

                  (c) If the Master Servicer receives a written notice of
termination pursuant to clause (ii) of Section 8.28(a) relating solely to an
Event of Default set forth in clause (v), (vi) or (vii) of Section 8.28(b), and
if the Master Servicer provides the Trustee with the appropriate "request for
proposal" materials within five Business Days after receipt of such written
notice of termination, then the Trustee shall promptly thereafter (using such
"request for proposal" materials provided by the Master Servicer) solicit good
faith bids for the rights to service the Mortgage Loans under this Agreement
from at least three Qualified Bidders or, if three Qualified Bidders cannot be
located, then from as many persons as the Trustee can determine are Qualified
Bidders. At the Trustee's request, the Master Servicer shall supply the Trustee
with the names of Persons from whom to solicit such bids. In no event shall the
Trustee be responsible if less than three Qualified Bidders submit bids for the
right to service the Mortgage Loans under this Agreement.



                                     -163-
<PAGE>

                  (d) Each bid proposal shall require any Successful Bidder, as
a condition of its bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof and the terms of the
Primary Servicing Agreements, not later than 30 days after termination of the
Master Servicer hereunder. The Trustee shall select the Qualified Bidder with
the highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

                  (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

                  (f) If the Successful Bidder has not entered into this
Agreement as successor Master Servicer within 30 days after the termination of
the Master Servicer hereunder or no Successful Bidder was identified within such
30-day period, the Trustee shall have no further obligations under Section
8.29(c) and may act or may select another successor to act as Master Servicer
hereunder in accordance with Section 8.29(b).

                  (g) Notwithstanding anything to the contrary in this Section
8.29, the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements as a condition
precedent to its becoming Master Servicer hereunder.

         For purposes of the foregoing provisions of Section 8.29(c), the phrase
"rights to service" shall be construed to exclude those servicing rights and
duties as to which Wells Fargo Bank, National Association has made an election
for the execution of a primary servicing agreement as contemplated by Section
8.28(c) and the servicing rights and duties that are set forth in the Primary
Servicing Agreement between Wells Fargo as Master Servicer and Wells Fargo as
Primary Servicer (unless an "event of default" has occurred thereunder).



                                     -164-
<PAGE>

                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                              BY SPECIAL SERVICER

                    SECTION 9.1 DUTIES OF SPECIAL SERVICER.

                  (a) For and on behalf of the Certificateholders and the
Trustee, the Special Servicer shall service the Specially Serviced Mortgage
Loans and manage the related REO Properties in accordance with the provisions of
this Agreement and the Servicing Standard.

                  (b) The Special Servicer shall cooperate with the Master
Servicer and provide the Master Servicer with the information reasonably
requested by the Master Servicer, in writing, to the extent required to allow
the Master Servicer to perform its servicing obligations with respect to the
Specially Serviced Mortgage Loans hereunder; provided, however, that (i) the
Special Servicer shall not be required to produce any ad hoc reports or incur
any unusual expense or effort in connection therewith and (ii) if the Special
Servicer elects to provide such ad hoc reports, the Special Servicer may require
the Master Servicer to pay a reasonable fee to cover the costs of the
preparation thereof. The Special Servicer's obligations with respect to the
servicing of any Specially Serviced Mortgage Loan and any related REO Properties
shall terminate when such Specially Serviced Mortgage Loan has become a
Rehabilitated Mortgage Loan, unless and until another Servicing Transfer Event
with respect to such Rehabilitated Mortgage Loan occurs.

                  (c) The Special Servicer shall send a written notice to the
Master Servicer and the Paying Agent within two Business Days (or sooner, if
required by the Servicing Standard) after becoming aware that a Mortgage Loan
has become a Rehabilitated Mortgage Loan, which notice shall identify the
applicable Mortgage Loan. Upon the receipt of such notice by the Master Servicer
and the Paying Agent, such Mortgage Loan shall become a Rehabilitated Mortgage
Loan and will be serviced by the Master Servicer.

                  (d) Upon the occurrence of a Servicing Transfer Event with
respect to a Mortgage Loan and upon the reasonable request of the Special
Servicer, the Master Servicer shall mark its records for such Mortgage Loan to
cause any monthly statements for amounts due on such Mortgage Loan to be sent
thereafter to the Special Servicer rather than the related Mortgagor. Upon
receipt of any such monthly statement, the Special Servicer shall, within two
Business Days, advise the Master Servicer of any changes to be made, and return
the monthly statement to the Master Servicer. The Master Servicer shall
thereafter promptly send the corrected monthly statement to the Mortgagor. If a
Mortgage Loan becomes a Rehabilitated Mortgage Loan, the Master Servicer shall
send the monthly statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

                  (e) All amounts collected by the Master Servicer with respect
to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that has
become an REO Property) shall be deposited in the Certificate Account. The
Master Servicer shall within three Business Days after receipt of any such
payment, notify the Special Servicer of the receipt of such payment and the
amount thereof. The Special Servicer shall, within one Business Day thereafter,
instruct the Master Servicer in writing how to apply such payment.



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                  (f) The Special Servicer covenants that any custom-made
software or hardware designed or purchased or licensed by the Special Servicer
and used by the Special Servicer in the course of operation or management of, or
the compiling, reporting or generation of data required by this Agreement will
not contain any deficiency (x) in the ability of such software or hardware to
identify correctly or perform calculations or other processing with respect to
dates after December 31, 1999 or (y) that would cause such software to be fit no
longer for the purpose for which it was intended by reason of the changing of
the date from 1999 to 2000.

                  SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE
POLICY OF SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain
in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self
insures as provided below) and be in form and amount consistent with the
Servicing Standard. In the event that any such Servicer Errors and Omissions
Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the Special
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term rating of the Special Servicer is not less
than two rating categories (ignoring pluses or minuses) lower than the highest
rating of the Certificates, but in any event not less than "A" as rated by Fitch
and "BBB" as rated by S&P, the Special Servicer may self-insure for the Servicer
Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

                  SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the
right to use a Sub-Servicer on the same terms and conditions as those set forth
in Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer
shall notify the Master Servicer and Trustee of the appointment of any
Sub-Servicer of the Special Servicer.

                  SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

                  (a) Subject to the other terms and provisions of this
Agreement, the Special Servicer is hereby authorized and empowered when the
Special Servicer believes it appropriate in accordance with the Servicing
Standard, to take any and all the actions with respect to Specially Serviced
Mortgage Loans which the Master Servicer may perform as set forth in Section
8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust,
any and all instruments of satisfaction or cancellation, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Specially Serviced Mortgage Loans and with respect to the related REO Properties
and (ii) to effectuate foreclosure or other conversion of the ownership of any
REO Property securing a Mortgage Loan. The Trustee shall execute on the Closing
Date a Power of Attorney in the form of Exhibit S-2 hereto and shall furnish the
Special Servicer from time to time, upon request, with any additional powers of
attorney of the Trust, empowering the Special Servicer to take such actions as
it determines to be reasonably necessary to comply with its servicing,
administrative and management duties hereunder, and the Trustee shall execute
and deliver or cause to be executed and delivered such other documents as a
Special Servicing Officer may request, that are necessary or appropriate to
enable the Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided, that, prior to initiating any proceedings in
any court of law or equity (but not defending any proceedings in any court of
law or equity) or instituting any proceeding to foreclose on any Mortgaged
Property in the name of the Trust in any state, the Special Servicer shall
notify the Trustee in writing


                                     -166-
<PAGE>

and not institute or initiate any such proceedings for a period of five Business
Days from the date of its delivery of such notice to the Trustee, unless the
Special Servicer reasonably believes that such action should be taken in less
than five Business Days to preserve the property of the Trust for the benefit of
Certificateholders, and the Trustee may within five Business Days of its receipt
of such notice advise the Special Servicer that it has received an Opinion of
Counsel (the cost of which shall be an expense of the Trust) from an attorney
duly licensed to practice law in the state where the related Mortgaged Property
or REO Property is located, that it is likely that the laws of the state in
which said action is to be taken either prohibit such action if taken in the
name of the Trust or that the Trust would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name;
provided, further, that the Special Servicer shall not be liable to the extent
that it relies on the advice provided in such Opinion of Counsel. Upon receipt
of any such advice from the Trustee, the Special Servicer shall take such action
in the name of such Person or Persons, in trust for the Trust, 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 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 Special Servicer shall indemnify the Trustee for any
loss, liability or reasonable expense (including attorneys' fees) incurred by
the Trustee or any director, officer, employee, agent or Controlling Person of
it or its affiliates in connection with any negligent or intentional misuse of
the foregoing powers of attorney furnished to the Special Servicer by the
Trustee. Such indemnification shall survive the resignation or termination of
the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any
responsibility or liability for any act or omission of the Trustee, the Master
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may
conclusively rely on any advice of counsel rendered in a Nondisqualification
Opinion.

                  (b) In servicing and administering the Specially Serviced
Mortgage Loans and managing any related REO Properties, the Special Servicer
shall employ procedures consistent with the Servicing Standard. The Special
Servicer shall conduct, or cause to be conducted, inspections, at its own
expense, of the Mortgaged Properties relating to Specially Serviced Mortgage
Loans at such times and in such manner as shall be consistent with the Servicing
Standard; provided, that the Special Servicer shall conduct, or cause to be
conducted, inspections of the Mortgaged Properties relating to Specially
Serviced Mortgage Loans at least once during each twelve-month period that ends
on June 30 of any calendar year (commencing with the twelve-month period ending
June 30, 2000); provided further that the Special Servicer shall, at the expense
of the Trust, inspect or cause to be inspected each Mortgaged Property related
to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any
amounts due under such Mortgage Loan. The Special Servicer shall provide to the
Master Servicer and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.



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<PAGE>

                  SECTION 9.5 "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION
AGREEMENTS; MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE LOANS;
DUE-ON-ENCUMBRANCE CLAUSES.

                  Subject to the limitations of Section 12.3, the Special
Servicer shall have the following duties and rights:

                  (a) If any Specially Serviced Mortgage Loan contains a
provision in the nature of a "due-on-sale" clause, which by its terms:

                  (i) provides that such Specially Serviced Mortgage Loan shall
(or may at the Mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property, or

                  (ii) provides that such Specially Serviced Mortgage Loan may
not be assumed without the consent of the related mortgagee in connection with
any such sale or other transfer,

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds the lesser of 5% of the Aggregate Certificate Balance and $20 million
(the "Review Threshold"), then prior to waiving the effect of such provision,
the Special Servicer shall obtain Rating Agency Confirmation regarding such
waiver. In connection with the request for such consent, the Special Servicer
shall prepare and deliver to Fitch and S&P a memorandum outlining its analysis
and recommendation in accordance with the Servicing Standard, together with
copies of all relevant documentation. The Special Servicer shall also prepare
and provide Fitch and S&P with such memorandum and documentation for all
transfer, assumption and encumbrance consents granted for Mortgage Loans below
the Review Threshold, but for which the Special Servicer's decision will be
sufficient and a Rating Agency Confirmation is not required. As to any Mortgage
Loan that is not a Specially Serviced Mortgage Loan and contains a provision in
the nature of a "due-on-sale" clause, the Special Servicer shall have the rights
and duties set forth in Section 8.7(b).

                  After notice to the Operating Adviser, the Special Servicer is
also authorized to take or enter into an assignment and assumption agreement
from or with the Person to whom such property has been or is about to be
conveyed, and/or to release the original Mortgagor from liability upon the
Specially Serviced Mortgage Loan and substitute the new Mortgagor as obligor
thereon; provided, that except as otherwise permitted by Section 9.5(c), any
such assignment and assumption or substitution agreement shall contain no terms
that could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that
is required under the related Mortgage Loan documents (either as a matter of
right or upon satisfaction of specified conditions) and shall otherwise enter
into any assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria.


                                     -168-
<PAGE>

The Special Servicer shall notify the Master Servicer of any such assignment and
assumption or substitution agreement and the Special Servicer shall forward to
the Trustee the original of such agreement, which original shall be added by the
Trustee to the related Mortgage File and shall, for all purposes, be considered
a part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.

                  (b) In connection with any assignment and assumption of a
Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent
to the creation of any lien on a Mortgaged Property that is senior to, or on a
parity with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

                  (c) Subject to the Servicing Standard and Section 9.34, and
the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at related Mortgage Rate),
(C) such modification, waiver or amendment would not cause an Adverse REMIC
Event to occur, and (D) if notice to the Operating Adviser of such modification,
waiver or amendment is required pursuant to Section 9.39, the Special Servicer
has made such notice.

                  In no event, however, shall the Special Servicer (i) extend
the Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is
two years prior to the 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 beyond a date that is twenty (20) years prior
to the expiration of the term of such ground lease.


                  The determination of the Special Servicer contemplated by
clause (B) of the proviso to the first paragraph of this Section 9.5(c) shall be
evidenced by an Officer's Certificate certifying the information in the proviso
to the first paragraph under this subsection (c).



                                     -169-
<PAGE>

                  (d) In the event the Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged
Property pursuant to Section 9.5(c) or pledge additional collateral for the
Mortgage Loan pursuant to Section 9.5(c), if the security interest of the Trust
in such collateral would be perfected by possession, or if such collateral
requires special care or protection, then prior to agreeing to such substitution
or addition of collateral, the Special Servicer shall make arrangements for such
possession, care or protection, and prior to agreeing to such substitution or
addition of collateral (or such arrangement for possession, care or protection)
shall obtain the prior written consent of the Trustee with respect thereto
(which consent shall not be unreasonably withheld, delayed or conditioned);
provided, however, that the Trustee shall not be required (but has the option)
to consent to any substitution or addition of collateral or to hold any such
collateral which will require the Trustee to undertake any additional duties or
obligations or incur any additional expense.

                  (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee. the Paying Agent and the Rating
Agencies a notice, specifying any such assignments and assumptions,
modifications, waivers or amendments, such notice identifying the affected
Specially Serviced Mortgage Loan. Such notice shall be delivered to the Trustee
and the Paying Agent and shall set forth the reasons for such waiver,
modification, or amendment (including, but not limited to, information such as
related income and expense statements, rent rolls, occupancy status, property
inspections, and an internal or external appraisal performed in accordance with
MAI standards and methodologies (and, if done externally, the cost of such
appraisal shall be recoverable as a Servicing Advance subject to the provisions
of Section 4.4 hereof)). The Special Servicer shall also deliver to the Trustee
(or the Custodian), for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment
promptly following the execution thereof.

                  (f) No fee described in this Section shall be collected by the
Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in
conjunction with any consent or any modification, waiver or amendment of the
Mortgage Loan if the collection of such fee would cause such consent,
modification, waiver or amendment to be a "significant modification" of the
Mortgage Note within the meaning of Treasury Regulation ss. 1.860G-2(b). Subject
to the foregoing, the Special Servicer shall use its reasonable efforts, in
accordance with the Servicing Standard, to collect any modification fees and
other expenses connected with a permitted modification of a Mortgage Loan from
the Mortgagor. The inability of the Mortgagor to pay any costs and expenses of a
proposed modification shall not impair the right of the Special Servicer, the
Master Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

                  (g) The Special Servicer shall cooperate with the Master
Servicer (as provided in Section 8.7) in connection with assignments and
assumptions of Mortgage Loans that are not Specially Serviced Mortgage Loans,
and shall be entitled to receive 50% of any assumption fee paid by the related
Mortgagor in connection with an assignment and assumption executed pursuant to
Section 8.7(a) and 100% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section
8.7(b).

                  (h) Notwithstanding anything herein to the contrary, the
Special Servicer shall not be permitted to take or refrain from taking any
action pursuant to instructions from the Operating


                                     -170-
<PAGE>

Adviser that would cause it to violate any term or provision of this Agreement,
including the REMIC Provisions and the Servicing Standard.

                  (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:

                           (i) provides that such Mortgage Loan shall (or may at
         the mortgagee's option) become due and payable upon the creation of any
         additional lien or other encumbrance on the related Mortgaged Property;
         or

                           (ii) requires the consent of the mortgagee to the
         creation of any such additional lien or other encumbrance on the
         related Mortgaged Property,

then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision, the Special Servicer shall obtain Rating
Agency Confirmation regarding such waiver. Nothing herein shall require any
Rating Agency or other approval or consent with respect to the incurrence of any
subordinate secured or unsecured indebtedness by the borrowers under the
Mortgage Loans secured by the Mortgaged Properties known as 11428 Sherman Way,
Gramercy Five Associates and 133 East 58th Street as contemplated by and in
accordance with the terms of such Mortgage Loans.

                  SECTION 9.6 RELEASE OF MORTGAGE FILES.

                  (a) Upon becoming aware of the payment in full of any
Specially Serviced Mortgage Loan, or the receipt by the Special Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, or the complete defeasance of a Mortgage Loan, the Special
Servicer will immediately notify the Master Servicer. The Special Servicer shall
determine, in accordance with the Servicing Standard, whether an instrument of
satisfaction shall be delivered and, if the Special Servicer determines that
such instrument should be delivered, the Special Servicer shall deliver written
approval of such delivery to the Master Servicer.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.



                                     -171-
<PAGE>

                  (c) The Special Servicer shall send notification in writing,
to the Master Servicer to request any documents and instruments in the
possession of the Master Servicer related to any Specially Serviced Mortgage
Loan.

                  (d) The Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the Master Servicer all documents and
instruments in the possession of the Special Servicer related to such
Rehabilitated Mortgage Loan. Prior to the transfer of servicing with respect to
any Rehabilitated Mortgage Loan to the Master Servicer in accordance with the
Servicing Standard, the Special Servicer shall notify, in writing, each
Mortgagor under each Rehabilitated Mortgage Loan of such transfer.

                  SECTION 9.7 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
SPECIAL SERVICER TO BE HELD FOR THE TRUSTEE.

                  (a) The Special Servicer shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Special Servicer as from time to time are required by the terms hereof to be
delivered to the Trustee. Any funds received by the Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the Special Servicer as Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds in respect of any Specially Serviced Mortgage
Loan or any REO Property shall be transmitted to the Master Servicer within one
Business Day of receipt to the Certificate Account, except that if such amounts
relate to REO Income, they shall be deposited in the REO Account. The Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the Master Servicer, the
Fiscal Agent, the 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 the Special Servicer shall not be required
to take any action or provide any information that the Special Servicer
determines will result in any material cost or expense to which it is not
entitled to reimbursement hereunder or will result in any material liability for
which it is not indemnified hereunder; provided further that the Trustee and the
Paying Agent shall be entitled to receive from the Special Servicer all such
information as the Trustee and the Paying Agent shall reasonably require to
perform their respective duties hereunder. In fulfilling such a request, the
Special Servicer shall not be responsible for determining whether such
information is sufficient for the Trustee's, the Master Servicer's, the Fiscal
Agent's, the Paying Agent's or the Operating Adviser's purposes.

                  (b) The 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, the Special Servicer that are collected by the Special
Servicer in connection with the Specially Serviced Mortgage Loans (but excluding
any Special Servicer Compensation and all other amounts to which the Special
Servicer is entitled hereunder); and the Special Servicer agrees that all
documents or instruments constituting part of the Mortgage Files, and such funds
relating to the Specially Serviced Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Special Servicer,
shall be held by the Special Servicer for and on behalf of the Trust.



                                     -172-
<PAGE>

                  (c) The Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are
required to be deposited in any REO Account to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against any Specially
Serviced Mortgage Loan or any funds, collected on, or in connection with, a
Specially Serviced Mortgage Loan.

                  SECTION 9.8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SPECIAL SERVICER.

                  (a) Special Servicer hereby represents, warrants to and
covenants with the Trustee (in its capacity as Trustee of the Trust) that as of
the date hereof:

                  (i) the Special Servicer is duly organized, validly existing
and in good standing as a corporation under the laws of the State of Florida and
shall be and thereafter remain in compliance with the laws of each state in
which any Mortgaged Property (including any REO Property) which is, or is
related to, a Specially Serviced Mortgage Loan is located to the extent
necessary to perform its obligations under this Agreement, except where the
failure to so qualify or comply would not adversely affect the Special
Servicer's ability to perform its obligations hereunder in accordance with the
terms of this Agreement;

                  (ii) the Special Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and
validly authorized the execution, delivery and performance of this Agreement;
and this Agreement, assuming the due authorization, execution and delivery
thereof by the Depositor, the Trustee, the Paying Agent, the Master Servicer and
the Fiscal Agent, evidences the valid and binding obligation of the Special
Servicer, enforceable against the Special Servicer in accordance with its terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, receivership, 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);

                  (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 Special 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;


                                     -173-
<PAGE>

                  (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, 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 Special Servicer
contemplated by this Agreement are in the ordinary course of business of the
Special Servicer and the Special Servicer possesses all licenses, permits and
other authorizations necessary to perform its duties hereunder.

                  (b) It is understood that the representations and warranties
set forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the Special Servicer arising
out of the breach of any representations and warranties made in this Section
shall accrue upon discovery of such breach by any of the Trustee, the Master
Servicer, the Fiscal Agent, the Paying Agent, or the Special Servicer. The
Special Servicer shall give prompt notice to the Trustee, the Fiscal Agent, the
Paying Agent, the Depositor, the Operating Adviser and the Master Servicer of
the occurrence, or the failure to occur, of any event that, with notice, or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

                  SECTION 9.9 STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL
LIABILITY INSURANCE POLICIES.

                  (a) For all REO Property, to the extent consistent with the
Servicing Standard, the Special Servicer shall 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 of such Mortgage Loan, whichever is less, but, in any event, in an amount
sufficient to avoid the application of any co-insurance clause. If the
improvements to the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), the Special Servicer
shall maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage equal to the lesser of the then outstanding Principal Balance of the
Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest) and
the maximum insurance coverage required under such current guidelines. It is
understood and agreed that the Special Servicer has no obligation to obtain
earthquake or other additional insurance on REO Property, except as required by
law and, nevertheless, at its sole option and at the Trust's expense, it (if
available at commercially reasonable rates) may obtain such earthquake
insurance. The Special Servicer shall use its


                                     -174-
<PAGE>

reasonable efforts, consistent with the Servicing Standard, to obtain a
comprehensive general liability insurance policy for all REO Properties. The
Special Servicer shall, to the extent available at commercially reasonable rates
(as determined by the Special Servicer in accordance with the Servicing
Standard) and to the extent consistent with the Servicing Standard, use its
reasonable efforts to maintain a Rent Loss Policy covering revenues for a period
of at least twelve months and a comprehensive general liability policy with
coverage comparable to prudent lending requirements in an amount not less than
$1 million per occurrence. All applicable policies required to be maintained by
the Special Servicer pursuant to this Section 9.9(a) shall name the Trustee as
loss payee and be endorsed with a standard mortgagee clause. The costs of such
insurance shall be a Servicing Advance, subject to the provisions of Section 4.4
hereof.

                  (b) Any amounts collected by the Special Servicer under any
insurance policies maintained pursuant to this Section 9.9 (other than amounts
to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

                  (c) Notwithstanding the above, the Special Servicer shall not
be required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Special Servicer shall notify the Trustee of any such
determination.

                  The Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
Special Servicer shall have obtained and maintained a master force placed or
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer with a minimum claims paying ability rating of at least "AA" by Fitch
and "A" by S&P or otherwise approved by the Rating Agencies or (ii) if the
Special Servicer, provided that the rating of such Person's long-term debt is
not less than "AA" by Fitch and "A" by S&P self-insures for its obligations as
set forth in the first paragraph of this Section 9.9. In the event that the
Special Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Special
Servicer as a Servicing Advance, subject to the provisions of Section 4.4
hereof. If such policy contains a deductible clause, the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its


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activities as administrator and servicer of the Mortgage Loans, the Special
Servicer agrees to present, on its behalf and on behalf of the Trustee, claims
under any such master force placed or blanket insurance policy.

                  SECTION 9.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.
The Special Servicer will prepare and present or cause to be prepared and
presented on behalf of the Trustee all claims under the Insurance Policies with
respect to REO Property, and take such actions (including the negotiation,
settlement, compromise or enforcement of the insured's claim) as shall be
necessary to recover under such policies. Any proceeds disbursed to the Special
Servicer in respect of such policies shall be promptly remitted to the
Certificate Account, upon receipt, except for any amounts realized that are to
be applied to the repair or restoration of the applicable REO Property in
accordance with the Servicing Standard. Any extraordinary expenses (but not
ordinary and routine or anticipated expenses) incurred by the Special Servicer
in fulfilling its obligations under this Section 9.10 shall be paid by the
Trust.

                  SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

                  (a) As compensation for its activities hereunder, the Special
Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the Special Servicer from the related Mortgagor shall be transferred by the
Special Servicer to the Master Servicer within one Business Day of receipt
thereof, and deposited by the Master Servicer in the Certificate Account. The
Special Servicer shall be entitled to receive a Liquidation Fee from the
Liquidation Proceeds received in connection with a Final Disposition of a
Specially Serviced Mortgage Loan or REO Property. Notwithstanding any other
provision herein, the Special Servicing Fee for each monthly period relating to
each Determination Date shall be reduced by an amount equal to the Compensating
Interest, if any, relating to Specially Serviced Mortgage Loans which have
received voluntary Principal Prepayments not from Liquidation Proceeds or from
modifications of Specially Serviced Mortgage Loans for such Determination Date.
The Special Servicer shall also be entitled to additional servicing compensation
of an amount equal to the excess, if any, of the aggregate Prepayment Interest
Excess relating to Mortgage Loans which are Specially Serviced Mortgage Loans
which have received voluntary Principal Prepayments not from Liquidation
Proceeds or from modifications of Specially Serviced Mortgage Loans for each
Distribution Date over the aggregate Prepayment Interest Shortfalls for such
Mortgage Loans for such Distribution Date. If the Special Servicer resigns or is
terminated for any reason, it shall retain the right to receive any Work-Out
Fees payable on Mortgage Loans that became Rehabilitated Mortgage Loans while it
acted as Special Servicer and remained Rehabilitated Mortgage Loans at the time
of such resignation or termination for so long as such Mortgage Loan remains a
Rehabilitated Mortgage Loan.

                  (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw from the Certificate Account the Special Servicer
Compensation in respect of each such Mortgage Loan in the time and manner set
forth in Section 5.2 of this Agreement. The Special Servicer shall be required
to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
expressly provided in this Agreement.



                                     -176-
<PAGE>

                  (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 (net of Advance
Interest) or other usual and customary charges and fees actually received from
the Mortgagor in connection with any Specially Serviced Mortgage Loan shall be
retained by the Special Servicer, to the extent not required to be deposited in
the Certificate Account pursuant to the terms of this Agreement. The Special
Servicer shall also be permitted to receive 50% of all assumption fees collected
with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans as
provided in Section 8.7(a) and 100% of all assumption fees collected with
respect to Mortgage Loans that are not Specially Serviced Mortgage Loans as
provided in Section 8.7(b). To the extent any component of Special Servicer
Compensation is in respect of amounts usually and customarily paid by
Mortgagors, the Special Servicer shall use reasonable good faith efforts to
collect such amounts from the related Mortgagor, and to the extent so collected,
in full or in part, the Special Servicer shall not be entitled to compensation
for the portion so collected therefor hereunder out of the Trust.

                  SECTION 9.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

                  (a) The Special Servicer, in accordance with the Servicing
Standard and subject to Section 9.4(a), 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 such Mortgage Loan in accordance with this Agreement or the modification of
such Mortgage Loan in accordance with this Agreement. In connection with such
foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for
Liquidation Expenses unless the Special Servicer shall in its sole discretion
determine, consistent with the Servicing Standard, (i) that such foreclosure or
restoration will increase on a net present value basis the Liquidation Proceeds
of the Specially Serviced Mortgage Loan to the Trust and (ii) that such
Liquidation Expenses will be recoverable from Liquidation Proceeds, and any such
Servicing Advance by the Master Servicer or the Trustee or the Fiscal Agent
shall be subject to the determination(s) of recoverability contemplated by
Section 4.4.

                  (b) The Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

                  (i) such personal property is incidental to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or

                  (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC will not
cause the imposition of a tax on any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

                  (c) Notwithstanding anything to the contrary in this
Agreement, the Special Servicer shall not, on behalf of the Trust, obtain title
to a Mortgaged Property as a result of or in


                                     -177-
<PAGE>

lieu of foreclosure or otherwise, and shall not otherwise acquire possession of,
or take any other action with respect to, any Mortgaged Property, if, as a
result of any such action the Trust would be considered to hold title to, to be
a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA, or any applicable comparable
federal, state or local law, or a "discharger" or "responsible party"
thereunder, unless the Special Servicer has also previously determined in
accordance with the Servicing Standard, based on a Phase I Environmental Report
prepared by a Person (who may be an employee or affiliate of the Master Servicer
or the Special Servicer) who regularly conducts environmental site assessments
in accordance with the standards of FNMA in the case of multi-family mortgage
loans and customary servicing practices in the case of commercial loans for
environmental assessments, which report shall be delivered to the Trustee, that:

                  (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert
that taking such 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; and

                  (ii) 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) above or the
taking of such action pursuant to this clause (ii) shall only be required to the
extent that the cost thereof is a Servicing Advance of the Master Servicer
pursuant to this Agreement, subject to the provisions of Section 4.4 hereof.

                  (d) The cost of the Phase I Environmental Report contemplated
by Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

                  (e) If the 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


                                     -178-
<PAGE>

account the projected costs of such actions), then the 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 Special Servicer determines that a material possibility exists that
Liquidation Expenses with respect to Mortgaged Property (taking into account the
cost of bringing it into compliance with applicable Environmental Laws) would
exceed the principal balance of the related Mortgage Loan, the Special Servicer
shall not attempt to bring such Mortgaged Property into compliance and shall not
acquire title to such Mortgaged Property unless it has received the written
consent of the Trustee to such action.

                  (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

                  (g) No later than 30 days after a Servicing Transfer Event for
a Mortgage Loan, the Special Servicer shall deliver to the Master Servicer, each
Rating Agency and the Operating Adviser a report (the "ASSET STATUS REPORT")
with respect to such Mortgage Loan and the related Mortgaged Property. Such
Asset Status Report shall set forth the following information to the extent
reasonably determinable:

                           (A) a summary of the status of such Specially
                  Serviced Mortgage Loan and any negotiations with the related
                  Mortgagor;

                           (B) a discussion of the legal and environmental
                  considerations reasonably known to the Special Servicer,
                  consistent with the Servicing Standard, that are applicable to
                  the exercise of remedies as aforesaid, and to the enforcement
                  of any related guaranties or other collateral for the related
                  Mortgage Loan, and whether outside legal counsel has been
                  retained;

                           (C) the most current rent roll and income or
                  operating statement available for the related Mortgaged
                  Property;

                           (D) the Special Servicer's recommendations as to how
                  such Specially Serviced Mortgage Loan should proceed,
                  including workout, foreclosure or other;

                           (E) upon receipt of an Appraisal, the Appraised Value
                  of the Mortgaged Property together with the assumptions used
                  in the calculation thereof; and

                           (F) such other information as the Special Servicer
                  deems relevant in light of the Servicing Standard.

                  (h) If the Operating Adviser disapproves of an Asset Status
Report, the Operating Adviser shall, within ten (10) Business Days of receiving
such Asset Status Report, provide notice in writing to the Special Servicer of
such disapproval and the specific reasons therefor, and the Special Servicer
shall, subject to Section 9.12(i), revise such Asset Status Report addressing
such disapproval in a manner consistent with the Servicing Standard and its
obligations hereunder and deliver to the Operating Adviser, the Rating Agencies
and the Master Servicer a new Asset Status Report as soon as practicable, but in
no event later than thirty (30)



                                     -179-
<PAGE>

days after such disapproval. If the Operating Adviser does not disapprove of an
Asset Status Report within such ten (10) Business Day period, the Special
Servicer shall implement the recommended action as outlined in such Asset Status
Report (provided that the Special Servicer shall not take any action that is
contrary to the provisions of this Agreement (including the Servicing Standard),
applicable law or the terms of the applicable loan documents. The Special
Servicer shall continue to, subject to Section 9.12(i), revise such Asset Status
Report as provided above in this paragraph until the earliest of (a) the failure
of the Operating Adviser to disapprove such revised Asset Status Report in
writing within ten (10) Business Days of its receipt thereof; (b) a
determination by the Special Servicer as set forth in clause (ii) below or (c)
the passage of sixty (60) days from the date of preparation of the first Asset
Status Report. The Special Servicer may, from time to time, subject to Section
9.12(i), modify any Asset Status Report it has previously delivered and
implement the new action in such revised report as long as such revised report
has been prepared, reviewed and not rejected as provided above.

                  Notwithstanding the prior paragraph, the Special Servicer may:
(i) following the occurrence of any event, take any action set forth in an Asset
Status Report before the expiration of the ten (10) Business Day period during
which the Operating Adviser may reject such report if (A) the Special Servicer
has reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and (B) it has made a
reasonable effort to contact the Operating Adviser; and (ii) determine whether
any affirmative disapproval of an Asset Status Report is not in the best
interest of all the Certificateholders pursuant to the Servicing Standard. Upon
making any such determination referred to in clause (ii) of the prior sentence,
the Special Servicer shall notify the Paying Agent of such determination and
deliver to the Trustee a proposed notice to Certificateholders which is to
include a copy of the relevant Asset Status Report. The Paying Agent shall
thereupon send such notice to all Certificateholders; and, if the Holders of
Certificates representing a majority of the Certificate Principal Balance of the
Certificates fail, within ten (10) Business Days of the Paying Agent's sending
such notice, to reject such Asset Status Report, the Special Servicer shall
implement the same. If the Asset Status Report is rejected within such ten (10)
Business Day period by the Holders of such Certificates, the Special Servicer
shall, subject to Section 8.29(e), revise such Asset Status Report as described
above. The Paying Agent shall be entitled to reimbursement from the Trust Fund
for the reasonable out-of-pocket expenses of providing such notices.

                  (i) Notwithstanding anything herein to the contrary, any
action recommended by the Special Servicer in an Asset Status Report (or any
revision thereof) shall be consistent with the Servicing Standard, and the
Operating Adviser may not direct the Special Servicer to act in any manner (and
the Special Servicer shall disregard any such direction) that would nor shall
any Asset Status Report propose any action that would:

                           (i) require or cause the Special Servicer to violate
the terms of a Specially Serviced Mortgage Loan, applicable law or any provision
of this Agreement, including the Special Servicer's obligation to act in
accordance with the Servicing Standard;

                           (ii) result in an Adverse REMIC Event with respect to
any REMIC Pool or otherwise have a material adverse effect on any grantor trust
created hereunder;



                                     -180-
<PAGE>

                           (iii) expose the Master Servicer, any Primary
Servicer, the Special Servicer, the Depositor, any Seller, the Trust, the
Trustee or their Affiliates, officers, directors, employees or agents to any
claim, suit or liability other than as otherwise contemplated hereunder; or

                           (iv) materially expand the scope of the Special
Servicer's, the Master Servicer's or the Trustee's responsibilities under this
Agreement.

                  (j) In addition, the Special Servicer shall not have any
obligation to consult with or notify any Operating Adviser prior to acting, and
the provisions of this Agreement requiring such shall be of no effect, during
the period prior to the initial selection of a Operating Adviser and, if any
Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is selected.

                  SECTION 9.13 FORECLOSURE. In the event that the Trust obtains,
through foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.


                  The Special Servicer may consult with counsel to determine
when an Acquisition Date shall be deemed to occur under the REMIC Provisions
with respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust,
shall sell the REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to
Section 9.15, the Special Servicer shall manage, conserve, protect and operate
the REO Property for the holders of beneficial interests in the Trust solely for
the purpose of its prompt disposition and sale.

                  SECTION 9.14 OPERATION OF REO PROPERTY.

                  (a) The Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders in the name of "LaSalle Bank National
Association, as Trustee for the Holders of Morgan Stanley Dean Witter Capital I
Inc Commercial Mortgage Pass-Through Certificates Series 2000-LIFE1 [name of
Property Account]" (each, an "REO Account"), which shall be an Eligible Account.
Amounts in any REO Account shall be invested in Eligible Investments. The
Special Servicer shall deposit all funds received with respect to an REO
Property in the applicable REO Account within two days of receipt. The Special
Servicer shall account separately for funds received or expended with respect to
each REO Property. All funds in each REO Account may be invested only in
Eligible Investments. The Special Servicer shall notify the Trustee and the
Master Servicer in writing of the location and account number of each REO
Account and shall notify the Trustee prior to any subsequent change thereof.

                  (b) On or before each Special Servicer Remittance Date, the
Special Servicer shall withdraw from each REO Account and deposit in the
Certificate Account, the REO Income


                                     -181-
<PAGE>

received or collected during the Collection Period immediately preceding such
Special Servicer Remittance Date on or with respect to the related REO
Properties and reinvestment income thereon; provided, however, that the Special
Servicer may retain in such REO Account such portion of such proceeds and
collections as may be necessary to maintain in the REO Account sufficient funds
for the proper operation, management and maintenance of the related REO
Property, including, without limitation, the creation of reasonable reserves for
repairs, replacements, and necessary capital improvements and other related
expenses. The Special Servicer shall notify the Master Servicer of all such
deposits (and the REO Properties to which the deposits relate) made into the
Certificate Account.

                  (c) If the Trust acquires the Mortgaged Property, the Special
Servicer shall have full power and authority, in consultation with the Operating
Adviser, and subject to the specific requirements and prohibitions of this
Agreement, to do any and all things in connection therewith as are consistent
with the Servicing Standard, subject to the REMIC Provisions, and in such manner
as the Special Servicer deems to be in the best interest of the Trust, and,
consistent therewith, may advance from its own funds to pay for the following
items (which amounts shall be reimbursed by the Master Servicer or the Trust in
accordance with Section 4.6(e)), to the extent such amounts cannot be paid from
REO Income:

                  (i) all insurance premiums due and payable in respect of such
REO Property;

                  (ii) all real estate taxes and assessments in respect of such
REO Property that could result or have resulted in the imposition of a lien
thereon; and

                  (iii) all costs and expenses necessary to maintain, operate,
lease and sell such REO Property (other than capital expenditures);

                  (iv) Notwithstanding the above, the Special Servicer shall pay
for such items if, but only if, in the Special Servicer's good faith reasonable
business judgment, such amounts will be recoverable from (i) proceeds received
in respect of such REO Property prior to the final liquidation of such REO
Property or (ii) Liquidation Proceeds, subject to the provisions of Section 4.4
hereof.

                  (d) The Special Servicer may, and to the extent necessary to
(i) preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall use its
best efforts to 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


                                     -182-
<PAGE>

underlying the REO Property and (B) deposit on a daily basis all amounts payable
to the Trust in accordance with the contract between the Trust and the
Independent Contractor in an Eligible Account;

                  (iv) none of the provisions of this Section 9.14 relating to
any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations to the Trustee with respect to the operation and management of any
such REO Property;

                  (v) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and

                  (vi) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO
Property.

                  The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for the Trust
pursuant to this subsection (d) for indemnification of the Special Servicer by
such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. All fees of the Independent Contractor
(other than fees paid for performing services within the ordinary duties of a
Special Servicer which shall be paid by the Special Servicer) shall be paid from
the income derived from the REO Property. To the extent that the income from the
REO Property is insufficient, such fees shall be advanced as a Servicing
Advance, subject to the provisions of Section 4.4 hereof.

                  (e) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the Special Servicer have received
an Opinion of Counsel (at the Trust's sole expense) to the effect that, under
the REMIC Provisions and any relevant proposed legislation, any income generated
for REMIC I by the REO Property would not result in the imposition of a tax upon
REMIC I or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery from the REO Property to the Certificateholders. The
Special Servicer shall notify the Trustee, the Paying Agent and the Master
Servicer of any election by it to incur such tax, and the Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request by the Trustee, pay from
such account to the Paying Agent the amount of the applicable tax. The Paying
Agent shall file the applicable tax returns based on the information supplied by
the Special Servicer and pay the applicable tax from the amounts collected by
the Special Servicer.



                                     -183-
<PAGE>

                  (i) Subject to, and without limiting the generality of the
foregoing, the Special Servicer, on behalf of the Trust, shall not:

                  (ii) 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;

                  (iii) permit any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real Property;

                  (iv) 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 thirty 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

                  (v) operate, other than through an Independent Contractor, or
allow any other Person to operate, other than through an Independent Contractor,
the REO Property on any date more than 90 days after the Acquisition Date;
unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel at the Trust's sole expense to the effect that such action
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (without giving effect to
the final sentence thereof) at any time that it is held by the applicable REMIC
Pool, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel.

                  SECTION 9.15 SALE OF REO PROPERTY.

                  (a) In the event that title to any REO Property is acquired by
the Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property in accordance with the
Servicing Standard, but prior to the end of the third calendar year following
the end of the year of its acquisition, but 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), in which case
the Special Servicer shall continue to attempt to sell the REO Property for its
fair market value for such period longer than the period specified above as such
Extension permits or (ii) the Special Servicer seeks and subsequently receives,
at the expense of the Trust, a Nondisqualification Opinion, addressed to the
Trustee and the Special Servicer, to the effect that the holding by the Trust of
such REO Property subsequent to the period specified above after its acquisition
will not result in the imposition of taxes on "prohibited transactions" of a
REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC to fail
to qualify as a REMIC at any time that any Certificates are outstanding. If the
Trustee has not received an Extension or such Opinion of Counsel and the Special
Servicer is not able to sell such REO Property within the period specified
above, or if an Extension has been granted and the Special Servicer is unable to
sell such REO Property within the extended time


                                     -184-
<PAGE>

period, the Special Servicer shall, after consultation with the Operating
Adviser, before the end of such period or extended period, as the case may be,
auction the REO Property to the highest bidder (which may be the Special
Servicer) in accordance with the Servicing Standard; provided, however, that no
Interested Person shall be permitted to purchase the REO Property at a price
less than the Purchase Price except as provided in Section 9.36; and provided,
further that if the Special Servicer intends to bid on any REO Property, (i) the
Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall
promptly obtain, at the expense of the Trust an Appraisal of such REO Property
(or internal valuation in accordance with the procedures specified in Section
6.9) and (iii) the Special Servicer shall not bid less than the fair market
value set forth in such Appraisal. Neither any Seller nor the Depositor may
purchase REO Property at a price in excess of the fair market value thereof.

                  (b) Within 30 days of the sale of the REO Property, the
Special Servicer shall provide to the Trustee, the Paying Agent and the Master
Servicer 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 Certificate Account within one Business
Day of receipt.

                  (d) The Special Servicer shall provide the necessary
information to the Master Servicer and the Paying Agent to allow the Master
Servicer to prepare, deliver and file reports of foreclosure and abandonment in
accordance with Section 6050J and Section 6050P, if required, of the Code with
respect to such REO Property and shall deliver such information with respect
thereto as the Master Servicer, the Paying Agent or the Trustee may request in
writing.

                  SECTION 9.16 REALIZATION ON COLLATERAL SECURITY. In connection
with the enforcement of the rights of the Trust to any property securing any
Specially Serviced Mortgage Loan other than the related Mortgaged Property, the
Special Servicer shall consult with counsel to determine how best to enforce
such rights in a manner consistent with the REMIC Provisions and shall not,
based on a Nondisqualification Opinion addressed to the Special Servicer and the
Trustee (the cost of which shall be an expense of the Trust) take any action
that could result in the failure of any REMIC Pool to qualify as a REMIC while
any Certificates are outstanding, unless such action has been approved by a vote
of 100% of each Class of Certificateholders (including the Class R-I, Class
R-II, Class R-III and Class R-IV Certificateholders).

                  SECTION 9.17 SALE OF DEFAULTED MORTGAGE LOANS. In lieu of
exercising remedies pursuant to the terms of any Mortgage Loan and Mortgage, the
Special Servicer may sell a Specially Serviced Mortgage Loan that is a Defaulted
Mortgage Loan for cash in accordance with Section 9.36 hereof.



                                     -185-
<PAGE>

                  SECTION 9.18 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.
The Special Servicer shall deliver to the Depositor, the Paying Agent, the
Master Servicer and the Trustee on or before the Report Date occurring in March
of each year, commencing in March 2001, an Officer's Certificate stating, as to
the signer thereof, that (A) a review of the activities of the Special Servicer
during the preceding calendar year or portion thereof and of the performance of
the Special Servicer under this Agreement has been made under such officer's
supervision and (B) to the best of such officer's knowledge, based on such
review, the Special Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. The Special Servicer
shall forward a copy of each such statement to the Rating Agencies.

                  SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT.
On or before April 1 of each year, commencing in April 2001, the Special
Servicer, at its expense, shall cause a firm of nationally recognized
independent public accountants that is a member of the American Institute of
Certified Public Accountants to furnish a statement to the Depositor, the Master
Servicer, the Paying Agent, the Operating Adviser, any Non-Investment Grade
Requesting Certificateholder and the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing of the Mortgage
Loans and that, on the basis of such examination conducted substantially in
compliance with the USAP or the FHLMC Audit Program, such servicing for the
preceding calendar year has been conducted in compliance with such agreements
except for such significant exceptions or errors in records that, in the opinion
of such firm, the USAP or FHLMC Audit Program require it to report. The Special
Servicer shall forward a copy of each such report to the Rating Agencies.

                  SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which
the Special Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Special Servicer shall be a party, or any Person succeeding to the business of
the Special Servicer, shall be the successor of the Special Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the proviso in the
foregoing sentence are not met, the Trustee may terminate the Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

                  SECTION 9.21 RESIGNATION OF SPECIAL SERVICER.

                  (a) Except as otherwise provided in this Section 9.21, the
Special Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the Special Servicer's duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser, and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the


                                     -186-
<PAGE>

Special Servicer's responsibilities and obligations under this Agreement and
(iii) Rating Agency Confirmation shall have been obtained. Notice of such
resignation shall be given promptly by the Special Servicer to the Master
Servicer and the Trustee.

                  (b) The Special Servicer may resign from the obligations and
duties hereby imposed on it, upon reasonable notice to the Trustee, provided
that (i) a successor Special Servicer is (x) available, (y) reasonably
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)
willing to assume the obligations, responsibilities and covenants to be
performed hereunder by the Special Servicer on substantially the same terms and
conditions, and for not more than equivalent compensation as that herein
provided, (ii) the successor Special Servicer has assets of at least $15,000,000
and (iii) Rating Agency Confirmation is obtained with respect to such
resignation, as evidenced by a letter from each Rating Agency delivered to the
Trustee. Any costs of such resignation and of obtaining a replacement Special
Servicer shall be borne by the Special Servicer and shall not be an expense of
the Trust.

                  (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

                  SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL
SERVICER. The Special Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of the Special Servicer or Sub-Servicers
(as provided in Section 9.3) to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Special Servicer hereunder or
(B) assign and delegate all of its duties hereunder. In the case of any such
assignment and delegation in accordance with the requirements of clause (A) of
this Section, the Special Servicer shall not be released from its obligations
under this Agreement. In the case of any such assignment and delegation in
accordance with the requirements of clause (B) of this Section, the Special
Servicer shall be released from its obligations under this Agreement, except
that the Special Servicer shall remain liable for all liabilities and
obligations incurred by it as the Special Servicer hereunder prior to the
satisfaction of the following conditions: (i) the Special Servicer gives the
Depositor, the Master Servicer, the Primary Servicers and the Trustee notice of
such assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement accepting such assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Special Servicer, with like effect as if originally named as
a party to this Agreement; (iii) the purchaser or transferee has assets in
excess of $15,000,000; (iv) such assignment and delegation is the subject of a
Rating Agency Confirmation; and (v) the Depositor consents to such assignment
and delegation, such consent not be unreasonably withheld. Notwithstanding the
above, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.3 hereof.



                                     -187-
<PAGE>

                  SECTION 9.23 LIMITATION ON LIABILITY OF THE SPECIAL SERVICER
AND OTHERS.

                  (a) Neither the Special Servicer nor any of the directors,
officers, employees or agents of the Special Servicer shall be under any
liability to the Certificateholders or the Trustee for any action taken or for
refraining from the taking of any action in good faith and using reasonable
business judgment; provided that this provision shall not protect the Special
Servicer or any such person against any breach of a representation or warranty
contained herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer and any director, officer, employee or agent of
the Special Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person (including, without
limitation, the information and reports delivered by or at the direction of the
Master Servicer or any director, officer, employee or agent of the Master
Servicer) respecting any matters arising hereunder. The Special Servicer shall
not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties to service the Specially Serviced Mortgage
Loans in accordance with this Agreement; provided that the Special Servicer may
in its sole discretion undertake any such action which it may reasonably deem
necessary or desirable in order to protect the interests of the
Certificateholders and the Trustee in the Specially Serviced Mortgage Loans, or
shall undertake any such action if instructed to do so by the Trustee. In such
event, all legal expenses and costs of such action (other than those that are
connected with the routine performance by the Special Servicer of its duties
hereunder) shall be expenses and costs of the Trust, and the Special Servicer
shall be entitled to be reimbursed therefor as provided by Section 5.2 hereof.
Notwithstanding any term in this Agreement, the Special Servicer shall not be
relieved from liability to, or entitled to indemnification from, the Trust for
any action taken by it at the direction of the Operating Adviser which is in
conflict with the Servicing Standard.

                  (b) In addition, the Special Servicer shall have no liability
with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any
certificates or opinions furnished to the Special Servicer and conforming to the
requirements of this Agreement. Neither the Special Servicer, nor any director,
officer, employee, agent or Affiliate, shall be personally liable for any error
of judgement made in good faith by any officer, unless it shall be proved that
the Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

                  (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer, the Fiscal Agent, the Paying Agent or Trustee in
this Agreement. The Trust shall indemnify and hold harmless the Special Servicer
from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or
covenant to the extent such amounts are not recoverable from the party
committing such breach.



                                     -188-
<PAGE>

                  (d) Except as otherwise specifically provided herein:

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

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

                  (iii) the Special Servicer shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and

                  (iv) the Special Servicer, in preparing any reports hereunder,
may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement,
covenant, notice, request or other paper reasonably believed or in good faith
believed by it to be genuine and provided by any Mortgagor or manager of a
Mortgaged Property.

                  The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified by the Trustee, the Paying
Agent and the Fiscal Agent, as the case may be, and held harmless against any
loss, liability or expense including reasonable attorneys' fees incurred in
connection with any legal action relating to the 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 the Special
Servicer's duties hereunder or by reason of negligent disregard of the Special
Servicer's obligations and duties hereunder. The Special Servicer shall promptly
notify the Trustee, the Paying Agent and the Fiscal Agent if a claim is made by
a third party entitling the Special Servicer to indemnification hereunder,
whereupon the Trustee or the Paying Agent shall assume the defense of any such
claim (with counsel reasonably satisfactory to the Special Servicer). Any
failure to so notify the Trustee or the Paying Agent shall not affect any rights
the Special Servicer may have to indemnification hereunder or otherwise, unless
the interest of the Trustee or the Paying Agent is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the Special Servicer. Such
indemnity shall survive the termination of this Agreement or the resignation or
removal of the Special Servicer hereunder. Any payment hereunder made by the
Trustee, the Fiscal Agent or the Paying Agent, as the case may be, pursuant to
this paragraph to the Special Servicer shall be paid from the Trustee's, the
Paying Agent's or Fiscal Agent's, as the case may be, own funds, without
reimbursement from the Trust therefor, except achieved through subrogation as
provided in this Agreement.



                                     -189-
<PAGE>

                  SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Special Servicer and any director, officer, employee
or agent of the Special Servicer shall be indemnified by the Trust, and held
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to (i) this
Agreement, and (ii) any action taken by the Special Servicer in accordance with
the instruction delivered in writing to the Special Servicer by the Trustee or
the Master Servicer pursuant to any provision of this Agreement in each case and
the Special Servicer and each of its directors, officers, employees and agents
shall be entitled to indemnification from the Trust for any loss, liability or
expense (including attorneys' fees) incurred in connection with the provision by
the Special Servicer of any information included by the Special Servicer in the
report required to be provided by the Special Servicer pursuant to this
Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer shall promptly notify the Trustee and the Paying
Agent if a claim is made by a third party with respect hereto or the Specially
Serviced Mortgage Loans entitling the Special Servicer to indemnification
hereunder, whereupon the Trustee shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Special Servicer) and the Trust
shall pay, from amounts on deposit in the Certificate Account pursuant to
Section 5.2, all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the
Trustee or the Paying Agent shall not affect any rights the Special Servicer may
have to indemnification hereunder or otherwise, unless the interest of the Trust
is materially prejudiced thereby. The indemnification provided herein shall
survive the termination of this Agreement and the termination or resignation of
the Special Servicer. Any expenses incurred or indemnification payments made by
the Special Servicer shall be reimbursed by the party responsible, or if not
recovered by the Special Servicer from such Person, then by the Trust, if a
court of competent jurisdiction makes a final, non-appealable judgment that the
conduct of the Special Servicer was not culpable.

                  (b) The Special Servicer agrees to indemnify the Trust, and
the Trustee, the Fiscal Agent, the Depositor, the Master Servicer, the Paying
Agent and any director, officer, employee or agent or Controlling Person of the
Trustee, the Fiscal Agent, the Depositor and the Master Servicer, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may sustain arising from or as a result of
the willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor,
the Paying Agent or the Master Servicer shall immediately notify the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer, as the case may be) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge


                                     -190-
<PAGE>

and satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Special Servicer shall not
affect any rights the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may have to indemnification under this
Agreement or otherwise, unless the Special Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer, the Paying Agent or the Trustee or Fiscal Agent. Any expenses
incurred or indemnification payments made by the Special Servicer shall be
reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Special Servicer was not
culpable or found to have acted with willful misfeasance, bad faith or
negligence.

                  (c) The Special Servicer shall indemnify and hold harmless the
Trust, the Trustee and the Fiscal Agent, and each of their respective directors,
each of its officers, employees, agents and any Controlling Person of the Fiscal
Agent or the Trustee from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Trust, the
Trustee or Fiscal Agent, or any such director, officer, employees, agents or
such Controlling Person may become subject, under the 1933 Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement of a material fact contained in the Preliminary
Prospectus Supplement, the Final Prospectus Supplement or in the Private
Placement Memorandum, or arises out of, or is based upon the omission to state
therein a material fact necessary to make the statements therein not misleading,
and shall reimburse the Trust, Trustee or Fiscal Agent or any such director,
officer, employee, agent or Controlling Person for any legal and other expenses
reasonably incurred by the Trust, the Trustee, the Fiscal Agent or any such
director, officer, employee, agent or Controlling Person in investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action, but in each case only to the extent that the untrue statement or
omission was made in reliance upon and in conformity with written information
concerning the Special Servicer furnished to the Depositor by or on behalf of
the Special Servicer specifically for inclusion therein. The Trustee or the
Fiscal Agent, as applicable, shall immediately notify the Special Servicer if a
claim is made by a third party with respect to this Section 9.24(c) entitling
the Trust or the Trustee or the Fiscal Agent, as the case may be, or any of its
directors, officers, employees, agents or Controlling Persons, as the case may
be, to indemnification hereunder, whereupon the Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Fiscal Agent or the Trustee, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Special Servicer shall not
affect any rights the Trust, the Fiscal Agent and the Trustee may have to
indemnification under this Section 9.24(c), unless the Special Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
resignation or termination of the Special Servicer, the Fiscal Agent and the
Trustee.

                  (d) The initial Special Servicer and the Depositor expressly
agree that the only information furnished by or on behalf of the Special
Servicer for inclusion in the Preliminary Prospectus Supplement and the Final
Prospectus Supplement is the information set forth in the paragraphs under the
caption "SERVICING OF THE MORTGAGE LOANS - The Master



                                     -191-
<PAGE>

Servicer and Special Servicer--Special Servicer" of the Preliminary Prospectus
Supplement and Final Prospectus Supplement.

                  SECTION 9.25 [RESERVED]

                  SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The
Special Servicer or any agent of the Special Servicer in its individual capacity
or in any other capacity may become the owner or pledgee of Certificates with
the same rights as it would have if they were not the Special Servicer or such
agent. Any such interest of the Special Servicer or such agent in the
Certificates shall not be taken into account when evaluating whether actions of
the Special Servicer are consistent with its obligations in accordance with the
Servicing Standard regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by the Special Servicer.

                  SECTION 9.27 TAX REPORTING. The Special Servicer shall provide
the necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

                  SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated
that the Master Servicer will be collecting all payments with respect to the
Mortgage Loans (other than payments with respect to REO Income). If, however,
the Special Servicer should receive any payments with respect to any Mortgage
Loan (other than REO Income) it shall, within one Business Day of receipt from
the Mortgagor or otherwise of any amounts attributable to payments with respect
to or the sale of any Mortgage Loan or any Specially Serviced Mortgage Loan, if
any, (but not including REO Income, which shall be deposited in the applicable
REO Account as provided in Section 9.14 hereof), either, (i) forward such
payment (endorsed, if applicable, to the order of the Master Servicer), to the
Master Servicer, or (ii) deposit such amounts, or cause such amounts to be
deposited, in the Certificate Account. The Special Servicer shall notify the
Master Servicer of each such amount received on or before the date required for
the making of such deposit or transfer, as the case may be, indicating the
Mortgage Loan or Specially Serviced Mortgage Loan to which the amount is to be
applied and the type of payment made by or on behalf of the related Mortgagor.

                  SECTION 9.29 COMPLIANCE WITH REMIC PROVISIONS. The Special
Servicer shall act in accordance with this Agreement and the provisions of the
Code relating to REMICs in order to create or maintain the status of any REMIC
Pool as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
to take any action that would (i) endanger the status of any REMIC as a REMIC
under the Code or (ii) subject to Section 9.14(e), result in the imposition of a
tax upon any REMIC (including, but not limited to, the tax on prohibited
transactions as defined in Code Section 860F(a)(2) or on prohibited
contributions pursuant to Section 860G(d)) unless the Master Servicer and the
Trustee have received a Nondisqualification Opinion (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger


                                     -192-
<PAGE>

such status or result in the imposition of such tax. The Special Servicer shall
comply with the provisions of Article XII hereof.

                  SECTION 9.30 TERMINATION.

                  (a) The obligations and responsibilities of the Special
Servicer created hereby (other than the obligation of the Special Servicer to
make payments to the Master Servicer as set forth in Section 9.28 and the
obligations of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof)
shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to the Special Servicer that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of the Special Servicer effected pursuant to and in accordance with
Section 9.21.

                  (b) The Trustee may terminate the Special Servicer in the
event that (i) the Special Servicer has failed to remit any amount when due that
is required to be remitted to the Trustee, the Master Servicer, the Fiscal
Agent, the Paying Agent or the Depositor under the terms of this Agreement, (ii)
the Special Servicer has failed to deposit into any account any amount required
to be so deposited or remitted under the terms of this Agreement which failure
continues unremedied for one Business Day following the date on which such
deposit or remittance was first required to be made; (iii) the Special Servicer
has failed to duly observe or perform in any material respect any of the other
covenants or agreements of the Special Servicer set forth in this Agreement, and
the Special Servicer has failed to remedy such failure within thirty (30) days
after written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Depositor or the Trustee,
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, and the Certificateholders would not be affected thereby, such cure
period will be extended to the extent necessary to permit the Special Servicer
to cure such failure; provided, however, that such cure period may not exceed 90
days; (iv) the Special Servicer has made one or more false or misleading
representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates, and has failed to cure such breach within
thirty (30) days after notice of such breach, requiring the same to be remedied,
shall have been given to the Special Servicer by the Depositor or the Trustee,
provided, however, that if the Special Servicer certifies to the Trustee and the
Depositor that the Special Servicer is in good faith attempting to remedy such
failure, such cure period may be extended to the extent necessary to permit the
Special Servicer to cure such failure; provided, however, that such cure period
may not exceed 90 days; (v) the Trustee shall receive notice from Fitch to the
effect that the continuation of the Special Servicer in such capacity would
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch to any Class of Certificates; (vi) the Special Servicer has been
downgraded to a servicer rating level below CSS3 (or its then equivalent) by
Fitch; (vii) the Special Servicer is no longer on the approved list of
commercial mortgage loan special servicers maintained by S&P; (viii) a decree or
order of a court or agency or supervisory authority having jurisdiction in the
premises in an involuntary



                                     -193-
<PAGE>

case under any present or future federal or state bankruptcy, insolvency or
similar law for the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Special Servicer or an Affiliate thereof and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; (ix) the
Special Servicer or an Affiliate thereof shall consent to the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings relating to the Special Servicer or of or
relating to all or substantially all of its property; or (x) the Special
Servicer or an Affiliate 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. Such
termination shall be effective on the date after the date of any of the above
events that the Trustee specifies in a written notice to the Special Servicer
specifying the reason for such termination.

                  (c) The Operating Adviser shall have the right to direct the
Trustee to terminate the Special Servicer, provided that the Operating Adviser
shall appoint a successor Special Servicer who will (i) be reasonably
satisfactory to the Trustee and to the Depositor, and (ii) execute and deliver
to the Trustee an agreement, in form and substance reasonably satisfactory to
the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; and
provided, further, that the Trustee shall have received Rating Agency
Confirmation from each Rating Agency prior to the termination of the Special
Servicer. The Special Servicer shall not be terminated pursuant to this
subsection (c) until a successor Special Servicer shall have been appointed. The
Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of a Special Servicer (unless such
removal is based on any of the events or circumstances set forth in Section
9.30(b)).

                  SECTION 9.31 PROCEDURE UPON TERMINATION.

                  (a) Notice of any termination pursuant to clause (i) of
Section 9.30(a), specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Special Servicer to
the Trustee and the Paying Agent no later than the later of (i) five Business
Days after the final payment or other liquidation of the last Mortgage Loan or
(ii) the sixth day of the month in which the final Distribution Date will occur.
Upon any such termination, the duties of the Special Servicer (other than the
obligations of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof)
shall terminate and the Special Servicer shall transfer to the Master Servicer
the amounts remaining in each REO Account and shall thereafter terminate each
REO Account and any other account or fund maintained with respect to the
Specially Serviced Mortgage Loans.

                  (b) On the date specified in a written notice of termination
given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all
authority, power and rights of the Special Servicer under this Agreement,
whether with respect to the Specially Serviced Mortgage Loans or otherwise,
shall terminate; provided, that in no event shall the termination of the Special


                                     -194-
<PAGE>

Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer,
notified the Special Servicer of such designation, and such successor Special
Servicer shall have assumed the Special Servicer's obligations and
responsibilities, as set forth in an agreement substantially in the form hereof,
with respect to the Specially Serviced Mortgage Loans. The Trustee or other
successor Special Servicer may not succeed the Special Servicer as Special
Servicer until and unless it has satisfied the provisions that would apply to a
Person succeeding to the business of the Special Servicer pursuant to Section
9.20 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination. The Special Servicer agrees to cooperate with the Trustee and the
Fiscal Agent in effecting the termination of the Special Servicer's
responsibilities and rights hereunder as Special Servicer including, without
limitation, providing the Trustee all documents and records in electronic or
other form reasonably requested by it to enable the successor Special Servicer
designated by the Trustee to assume the Special Servicer's functions hereunder
and to effect the transfer to such successor for administration by it of all
amounts which shall at the time be or should have been deposited by the Special
Servicer in any REO Account and any other account or fund maintained or
thereafter received with respect to the Specially Serviced Mortgage Loans.

                  (c) If the Special Servicer receives a written notice of
termination pursuant to clause (ii) of Section 9.30(a) relating solely to an
event set forth in Section 9.30(b)(v), (vi) or (vii), and if the Special
Servicer provides the Trustee with the appropriate "request for proposal"
materials within five Business Days after receipt of such written notice of
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Special Servicer) solicit good faith bids
for the rights to be appointed as Special Servicer under this Agreement from at
least three Qualified Bidders or, if three Qualified Bidders cannot be located,
then from as many persons as the Trustee can determine are Qualified Bidders. At
the Trustee's request, the Special Servicer shall supply the Trustee with the
names of Persons from whom to solicit such bids. In no event shall the Trustee
be responsible if less than three Qualified Bidders submit bids for the right to
service the Mortgage Loans under this Agreement.

                  (d) Each bid proposal shall require any Successful Bidder, as
a condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than


                                     -195-
<PAGE>

10:00 a.m. New York City time on the date specified for the assignment and
assumption of the servicing rights hereunder.

                  (e) Upon the assignment and acceptance of the servicing right
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Special Servicer
the amount of such cash bid received from the Successful Bidder (net of
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Special Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

                  (f) If the Successful Bidder has not entered into this
Agreement as successor Special within 30 days after the termination of the
Special Servicer hereunder or no Successful Bidder was identified within such
30-day period, the Trustee shall have no further obligations under Section
9.31(c) and may act or may select another successor to act as Special Servicer
hereunder in accordance with Section 9.31(b).

                  SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

                  (a) The Special Servicer, for each Specially Serviced Mortgage
Loan, shall provide to the Master Servicer and the Paying Agent on or prior to
the Determination Date for each month, a Special Servicer Monthly Report and the
CMSA Reports in such electronic format as is mutually acceptable to the Master
Servicer and the Special Servicer and in CMSA format. The Master Servicer and
the Paying Agent may use such reports or information contained therein to
prepare its reports and the Master Servicer may, at its option, forward such
reports directly to the Depositor and the Rating Agencies. The Special Servicer,
for each Specially Serviced Mortgage Loan, shall provide to the Master Servicer,
the Paying Agent and the Trustee on or prior to the Determination Date for each
month, a Special Servicer Monthly Report substantially in the form of Exhibit O
or in such electronic format as is mutually acceptable to the Master Servicer
and the Special Servicer. The Master Servicer, the Paying Agent and the Trustee
may use such reports or information contained therein to prepare its reports and
the Master Servicer may, at its option, forward such Special Servicer Monthly
Reports directly to the Depositor and the Rating Agencies. The Special Servicer
Monthly Report shall be substantially in the form of Exhibit O and shall contain
a narrative description for each Specially Serviced Mortgage Loan of the current
status of such Loan including the status of any workout or foreclosure, the
change in such status since the prior Special Servicer Monthly Report, and other
information described in Exhibit O.

                  (b) The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination with
respect to any Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Operating Adviser, the Paying Agent and the Master Servicer
no later than the ten Business Day following such Final Recovery Determination.

                  (c) The Special Servicer shall provide to the Master Servicer
or the Paying Agent at the reasonable request in writing of the Master Servicer
or Paying Agent, any information in


                                     -196-
<PAGE>

its possession with respect to the Specially Serviced Mortgage Loans which the
Master Servicer or Paying Agent, as the case may be, shall require in order for
the Master Servicer or Paying Agent to comply with its obligations under this
Agreement; provided that the Special Servicer shall not be required to take any
action or provide any information that the Special Servicer determines will
result in any material cost or expense to which it is not entitled to
reimbursement hereunder or will result in any material liability for which it is
not indemnified hereunder. The Master Servicer will provide the Special Servicer
at the request of the Special Servicer any information in its possession with
respect to the Mortgage Loans which the Master Servicer shall require in order
for the Special Servicer to comply with its obligations under this Agreement.

                  (d) Not later than 20 days after each Special Servicer
Remittance Date, the Special Servicer shall forward to the Master Servicer a
statement setting forth the status of each REO Account as of the close of
business on such Special Servicer Remittance Date, stating that all remittances
required to be made by it as required by this Agreement to be made by the
Special Servicer have been made (or, if any required distribution has not been
made by the Special Servicer, specifying the nature and status thereof) and
showing, for the period from the day following the preceding Special Servicer
Remittance Date to such Special Servicer Remittance Date, the aggregate of
deposits into and withdrawals from each REO Account for each category of deposit
specified in Section 5.1 of this Agreement and each category of withdrawal
specified in Section 5.2 of this Agreement.

                  (e) The Special Servicer shall use reasonable efforts to
obtain and, to the extent obtained, to deliver to the Master Servicer, the
Paying Agent, the Rating Agencies, the Operating Adviser and any Non-Investment
Grade Requesting Certificateholder, on or before April 15 of each year,
commencing with April 15, 2000, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property
underlying a Specially Serviced Mortgage Loan or REO Property as of its fiscal
year end, provided that either the related Mortgage Note or Mortgage requires
the Mortgagor to provide such information, or if the related Mortgage Loan has
become an REO Property, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service
Coverage Ratio and occupancy with respect to each Mortgaged Property covered by
the operating statements delivered above.

                  (f) The Special Servicer shall deliver to the Master Servicer,
the Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

                  (g) The Special Servicer shall deliver a written Inspection
Report of each Specially Serviced Mortgage Loan in accordance with Section
9.4(b) to the Operating Adviser and any Non-Investment Grade Requesting
Certificateholder.

                  (h) The Special Servicer shall provide, as soon as practicable
after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master
Servicer its estimate of the net


                                     -197-
<PAGE>

recoverable amount to the Certificateholders and anticipated expenses in
connection therewith (and a general description of the plan to achieve such
recovery) of such Specially Serviced Mortgage Loan and other information
reasonably requested by the Master Servicer. The Special Servicer shall update
such information on a quarterly basis.

                  SECTION 9.33 SPECIAL SERVICER TO COOPERATE WITH THE MASTER
SERVICER AND PAYING AGENT.

                  (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
Master Servicer or Paying Agent to enable it to perform its duties under this
Agreement or the Primary Servicing Agreements, as applicable; provided that no
such request shall (i) require or cause the Special Servicer to violate the
Code, any provision of this Agreement, including the Special Servicer's
obligation to act in accordance with the servicing standards set forth in this
Agreement and to maintain the REMIC status of any REMIC Pool or (ii) expose the
Special Servicer, the Trust, the Fiscal Agent, the Paying Agent or the Trustee
to liability or materially expand the scope of the Special Servicer's
responsibilities under this Agreement. In addition, the Special Servicer shall
notify the Master Servicer of all expenditures incurred by it with respect to
the Specially Serviced Mortgage Loans which are required to be made by the
Master Servicer as Servicing Advances as provided herein, subject to the
provisions of Section 4.4 hereof. The Special Servicer shall also remit all
invoices relating to Servicing Advances promptly upon receipt of such invoices.

                  (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

                  (i) whether the foreclosure of a Mortgaged Property relating
to a Specially Serviced Mortgage Loan would be in the best economic interest of
the Trust;

                  (ii) if the Special Servicer elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be sought
because the likely recovery will or will not be sufficient to warrant the cost,
time and exposure of pursuing such judgment;

                  (iii) whether the waiver or enforcement of any "due-on-sale"
clause or "due-on-encumbrance" clause contained in a Mortgage Loan or a
Specially Serviced Mortgage Loan is in the best economic interest of the Trust;

                  (iv) in connection with entering into an assumption agreement
from or with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, or to release the original
Mortgagor from liability upon a Specially Serviced Mortgage Loan and substitute
a new Mortgagor, and whether the credit status of the prospective new Mortgagor
is in compliance with the Special Servicer's regular commercial mortgage
origination or servicing standard;

                  (v) in connection with the foreclosure on a Specially Serviced
Mortgage Loan secured by a Mortgaged Property which is not in compliance with
CERCLA, or any comparable



                                     -198-
<PAGE>

environmental law, whether it is in the best economic interest of the Trust to
bring the Mortgaged Property into compliance therewith and an estimate of the
cost to do so; and

                  (vi) with respect to any proposed modification (which shall
include any proposed release, substitution or addition of collateral),
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the
basis on which the Special Servicer made such determination, including the
status of any existing material default or the grounds for concluding that a
payment default is imminent.

                  SECTION 9.34 CERTAIN REMIC LIMITATIONS ON MODIFICATION OF
SPECIALLY SERVICED MORTGAGE LOANS. Notwithstanding anything to the contrary in
this Agreement, the Special Servicer shall not permit any modification of any
Money Term of a Specially Serviced Mortgage Loan unless (i) the Special Servicer
shall have received a Nondisqualification Opinion or a ruling from the Internal
Revenue Service 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), the reasonable cost of which
opinion shall be an expense of the Trust or (ii) such modification meets the
requirements set forth in Section 9.5.

                  SECTION 9.35 [RESERVED]

                  SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS AND REO
PROPERTIES.

                  (a) Any of (i) the Master Servicer, (ii) the Special Servicer,
(iii) any holder of Certificates evidencing a majority interest in the
Controlling Class and (iv) each of the Sellers with respect to the Mortgage
Loans it originated, in that order, has the right to purchase from the Trust, at
the applicable Purchase Price, those defaulted Mortgage Loans that are at least
sixty (60) days delinquent and which the Special Servicer has determined, in its
reasonable good faith judgment, in accordance with the Servicing Standard, will
become the subject of foreclosure proceedings (other than any such Mortgage Loan
that it determines, in its reasonable good faith judgment, in accordance with
the Servicing Standard, is in default to avoid a prepayment restriction). In
addition, each of the Sellers with respect to the Mortgage Loans it originated,
has the right to purchase from the Trust, at the applicable Purchase Price,
Mortgage Loans that are in default or as to which default is imminent. If a
Seller purchases a Mortgage Loan from the Trust that is not in default or as
which default is not imminent and such purchase results in a tax on prohibited
transactions as defined in Code Section 860F(a)(2) or a tax on prohibited
contributions set forth in Section 860G(d) of the Code, the Seller shall
indemnify the Trust for such tax unless such indemnification shall itself result
in a tax.

                  The Special Servicer may, after providing notice to the
Operating Adviser and the Trustee, subject to the limitations in paragraph (d)
below, offer to sell for cash to any Person, for an amount equal to the Purchase
Price therefor, any REO Property or Defaulted Mortgage Loan not otherwise
purchased pursuant to the prior paragraph (other than any such Mortgage Loan
that it determines, in its reasonable good faith judgment, in accordance with
the Servicing Standard, is in default to avoid a prepayment restriction), if and
when the Special Servicer determines,


                                     -199-
<PAGE>

consistent with the Servicing Standard, that such a sale would be in the best
economic interests of the Trust. In the case of REO Property, the Special
Servicer shall offer to sell such REO Property no later than the time determined
by the Special Servicer to be sufficient to result in the sale of such REO
Property on or prior to the date specified in Section 9.15 and in any event
prior to the Final Rated Distribution Date. The Special Servicer shall give the
Operating Adviser, the Master Servicer, the Paying Agent and the Trustee not
less than five days' prior written notice of its intention to sell any such
Defaulted Mortgage Loan or REO Property, and in respect of such sale, the
Special Servicer shall offer such Defaulted Mortgage Loan or REO Property in a
commercially reasonable manner for a period of not less than thirty days.

                  Unless the Special Servicer determines that acceptance, in
accordance with the Servicing Standard, of any offer would not be in the best
economic interests of the Trust, the Special Servicer shall accept the highest
cash offer received from any Person that constitutes a fair price (which may be
less than the Purchase Price) for such Defaulted Mortgage Loan or REO Property.
Notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property. In addition, the Special Servicer
may accept a lower bid (including a bid lower than the Purchase Price) of a
Person other than an Interested Person or the Operating Adviser, if any, if it
determines, in accordance with the Servicing Standard, that acceptance of such
bid would be in the best interests of the Certificateholders (for example, if
the prospective buyer making the lower bid is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower bid
are more favorable), provided, that if any Defaulted Mortgage Loan or REO
Property as to which an Appraisal Reduction has occurred is to be sold by the
Special Servicer, the Special Servicer shall not, without the approval of the
Operating Adviser, if any, accept any bid for such loan or property that is less
than 90% of the appraised value of the related Mortgaged Property (based on the
appraisal used in determining the related Appraisal Reduction). The Special
Servicer, after notice to the Operating Adviser, if any, shall determine no
later than six months prior to the end of the three-year period referred in
Section 9.15 with respect to any REO Property whether a sale of such REO
Property pursuant to any bids being made with respect thereto is in the best
economic interests of the Certificateholders as a whole. If the Special Servicer
so determines in accordance with the Servicing Standard after notice to the
Operating Adviser, if any, that such a sale would not be in the best interests
of the Certificateholders, the Special Servicer shall seek an extension of such
period in the manner described in Section 9.15.

                  In determining whether any bid received from an Interested
Person or whether the price to be paid by the Special Servicer or any Affiliate
thereof represents a fair price or market value for any Defaulted Mortgage Loan
or any REO Property, the Special Servicer is required to request that the
Trustee make a determination as to whether such bid constitutes a fair price.
Upon request of the Special Servicer to make such a determination, the Trustee
will, within a reasonable period of time (but in no event more than 10 Business
Days), make such a determination based solely and conclusively upon an Appraisal
of such REO Property by an Independent MAI-designated appraiser selected by the
Trustee at the expense of the Trust. In determining whether any bid constitutes
a fair price or market value for any Defaulted Mortgage Loan or any REO
Property, the Special Servicer shall take into account, among other factors, the
period and amount of any delinquency on the affected Defaulted Mortgage Loan,
the physical condition of the related Mortgaged Property or such REO Property,
the state of the local


                                     -200-
<PAGE>

economy and the Trust's obligation to dispose of any REO Property within the
three-year period specified in Section 9.15.

                  (b) Subject to the REMIC Provisions, the Special Servicer
shall act on behalf of the Trust in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage
Loan or REO Property, including the collection of all amounts payable in
connection therewith. Any sale of a Defaulted Mortgage Loan or REO Property
shall be without recourse to, or representation or warranty by, the Trustee, the
Fiscal Agent, the Depositor, the Special Servicer, the Master Servicer, or the
Trust. Notwithstanding the foregoing, nothing herein shall limit the liability
of the Master Servicer, the Special Servicer or the Trustee to the Trust and the
Certificateholders for failure to perform its duties in accordance herewith.
None of the Special Servicer, the Master Servicer, the Depositor, the Fiscal
Agent or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.

                  (c) The proceeds of any sale after deduction of the expenses
of such sale incurred in connection therewith shall be deposited within one
Business Day in the Certificate Account.

                  (d) Notwithstanding anything herein to the contrary, the
Special Servicer shall not be required to take or refrain from taking any action
pursuant to instructions from the Operating Adviser that would cause it to
violate any term or provision of this Agreement, including the REMIC Provisions
and the Servicing Standard.

                  SECTION 9.37 OPERATING ADVISER; ELECTIONS.

                  (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser (the "Operating
Adviser"). The Operating Adviser shall be elected for the purpose of receiving
reports and information from the Special Servicer in respect of the Specially
Serviced Mortgage Loans.

                  (b) The initial Operating Adviser is First Chicago Capital
Corporation. The Controlling Class shall give written notice to the Trustee and
the Master Servicer of the appointment of any subsequent Operating Adviser (in
order to receive notices hereunder). If a subsequent Operating Adviser is not so
appointed, an election of an Operating Adviser also shall be held. Notice of the
meeting of the Holders of the Controlling Class shall be mailed or delivered to
each Holder by the 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


                                     -201-
<PAGE>

Adviser shall be in writing mailed, telecopied, delivered or sent by courier and
actually received by the Paying Agent on or prior to the date of such election.
Immediately upon receipt by the Paying Agent of votes (which have not been
rescinded) from the Holders of Certificates representing more than 50% of the
Certificate Balance of the Certificates of the then Controlling Class which are
cast for a single Person, such Person shall be, upon such Person's acceptance,
the Operating Adviser. The Paying Agent shall promptly notify the Trustee of the
identity of the Operating Advisor. Until an Operating Adviser is elected by
Holders of Certificates representing more than 50% of the Certificate Balance of
the Certificates of the then Controlling Class or in the event that an Operating
Adviser shall have resigned or been removed and a successor Operating Adviser
shall not have been elected, there shall be no Operating Adviser.

                  (d) The Operating Adviser may be removed at any time by the
written vote, copies of which must be delivered to the Paying Agent, of more
than 50% of the Certificate Balance of the Holders of the Certificates of the
then Controlling Class.

                  (e) The Paying Agent shall act as judge of each election and,
absent manifest error, the determination of the results of any election by the
Paying Agent shall be conclusive. Notwithstanding any other provisions of this
Section 9.37, the Paying Agent may make such reasonable regulations as it may
deem advisable for any election.

                  (f) Notwithstanding any provision of this Section 9.37 or any
other provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

                  SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER. The
Operating Adviser shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, in good
faith and using reasonable business judgment pursuant to this Agreement, or
using reasonable business judgment. By its acceptance of a Certificate, each
Certificateholder (and Certificate Owner) confirms its understanding that the
Operating Adviser may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates and that the
Operating Adviser may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates and each
Certificateholder (and Certificate Owner) agrees to take no action against the
Operating Adviser based upon such special relationship or conflict.
Notwithstanding any term in this Agreement, the Special Servicer shall not be
entitled to indemnification from the Trust for any action taken by it at the
direction of the Operating Adviser which is in conflict with the Servicing
Standard.



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<PAGE>

                  SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating
Adviser may advise, and receive notice from, the Special Servicer, but is not
required to do so on any of the following actions:

                  (i) any foreclosure upon or comparable conversion (which may
include acquisition of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;

                  (ii) any modification of a Money Term of a Mortgage Loan other
than a modification consisting of the extension of the original Maturity Date of
a Mortgage Loan for two years or less;

                  (iii) any proposed sale of a Defaulted Mortgage Loan (other
than upon termination of the Trust pursuant to Article X);

                  (iv) any determination to bring an REO Property into
compliance with Environmental Laws; and

                  (v) any acceptance of substitute or additional collateral for
a Mortgage Loan.

                  In addition, the Operating Adviser may direct the Trustee to
remove the Special Servicer at any time upon the appointment and acceptance of
such appointment by a successor to the Special Servicer; provided that, prior to
the effectiveness of any such appointment, the Trustee and the Paying Agent
shall have received Rating Agency Confirmation from each Rating Agency. The
Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of a Special Servicer (unless such
removal is based on any of the events or circumstances set forth in Section
9.30(b)). The Trustee shall notify the Paying Agent promptly upon its receipt of
the direction set forth above.

                                   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 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, the
Class R-III Certificateholders and REMIC IV Certificateholders as set forth in
Section 10.2 and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of
all REO Property (and final distribution to the Certificateholders) or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) or
(iii) the termination of the Trust pursuant to Section 10.1(c) below; provided
that in no event shall the Trust created hereby continue beyond the expiration
of


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<PAGE>

21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.

                  (b) The Master Servicer shall give the Trustee and Paying
Agent notice of the date when the Aggregate Certificate Balance of the
Certificates, after giving effect to distributions of principal made on the next
Distribution Date, is less than or equal to one percent (1%) of the initial
Aggregate Certificate Balance of the Certificates as of the Cut-Off Date. The
Trustee shall promptly forward such notice to the Depositor, the Master
Servicer, the Special Servicer and the Holders of the Class R-I Certificates,
who in such priority (and in the case of the Class R-I Certificateholders, a
majority of the Class R-I Certificateholders), may purchase, in whole only, the
Mortgage Loans and any other property, if any, remaining in the Trust. If any
party desires to exercise such option, it will notify the Trustee who will
notify any party with a prior right to exercise such option. If any party that
has been provided notice by the Trustee notifies the Trustee within ten Business
Days after receiving notice of the proposed purchase that it wishes to purchase
the assets of the Trust, then such party (or, in the event that more than one of
such parties notifies the Trustee that it wishes to purchase the assets of the
Trust, the party with the first right to purchase the assets of the Trust) may
purchase the assets of the Trust in accordance with this Agreement. Upon the
Paying Agent's receipt of the Termination Price set forth below, the Trustee
shall promptly release or cause to be released to the Master Servicer for the
benefit of the Depositor, the Holder of the majority of the Class R-I
Certificates, the Special Servicer or the Master Servicer, as the case may be,
the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon at
the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee
Rate if the Master Servicer is the Purchaser), with respect to the Mortgage
Loans to the Due Date for each Mortgage Loan ending in the Collection Period
with respect to which such purchase occurs, plus unreimbursed Advances and
interest on such unreimbursed Advances at the Advance Rate, and the fair market
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 Depositor, the Class R-I Holder, the Special Servicer or the Master
Servicer, or a third party chosen by the Depositor unless the Depositor is
bidding for such property, 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 Depositor, the Holder of the
majority of the Class R-I Certificates, the Special Servicer or the Master
Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel,
which shall be at the expense of the Depositor, such Holders, the Special
Servicer or the Master Servicer, as the case may be, stating that such
termination will be a "qualified liquidation" under section 860F(a)(4) of the
Code. Such purchase shall be made in accordance with Section 10.3.

                  (c) If at any time the Holders of the Class R-I Certificates
own 100% of the REMIC IV Interests such Holders may terminate REMIC I (which
will in turn result in the



                                     -204-
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termination of REMIC II, REMIC III and REMIC IV) upon (i) the delivery to the
Trustee and the Depositor of an Opinion of Counsel (which opinion shall be at
the expense of such Holders) stating that such termination will be a "qualified
liquidation" of each REMIC under Section 860F of the Code, and (ii) the payment
of any and all costs associated with such termination. Such termination shall be
made in accordance with Section 10.3.

                  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, Class R-III and
REMIC IV 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, Class R-III and REMIC IV
Certificates will be made, and upon presentation and surrender of the Class R-I,
Class R-II, Class R-III and REMIC IV 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, Class III and
REMIC IV 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, Class R-III and REMIC IV Certificates. Upon any such
termination, the duties of the Certificate Registrar with respect to the Class
R-I, Class R-II, Class R-III and REMIC IV Certificates shall terminate and the
Trustee shall terminate, or request the Master Servicer and Paying Agent to
terminate, the Certificate Account and the Distribution Account and any other
account or fund maintained with respect to the Certificates, subject to the
Paying Agent's obligation hereunder to hold all amounts payable to the Class
R-I, Class R-II, Class R-III and REMIC IV 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, Class III and REMIC IV
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, Class R-III and
REMIC IV Certificateholders to surrender their certificates evidencing the Class
R-I, Class R-II, Class R-III and REMIC IV 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, Class R-III and REMIC IV
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, Class R-III and REMIC IV 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, Class R-III and REMIC IV 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, Class R-III
and REMIC IV Certificateholders 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



                                     -205-
<PAGE>

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 REMICs and shall be beneficially owned by the related
Holder.

                  SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

                  (a) The Trust and each REMIC shall be terminated in accordance
with the following additional requirements, unless at the request of the Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Trustee and the Paying Agent subsequently receives an Opinion of
Counsel (at the expense of the Master Servicer or the Class R-I
Certificateholders, as the case may be), addressed to the Depositor, the Trustee
and the Paying Agent to the effect that the failure of the Trust to comply with
the requirements of this Section 10.3 will not (i) result in the imposition of
taxes on "prohibited transactions" on any REMIC 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 IV Certificates the Master Servicer shall prepare and
the Trustee (on behalf of the REMIC I Interests, REMIC II, REMIC III and REMIC
IV) shall adopt a plan of complete liquidation of the REMIC I Pool, meeting the
requirements of a qualified liquidation under the REMIC Provisions, which plan
shall be signed by the Trustee; provided that the Trustee shall have no
obligation to determine the accuracy or adequacy of such plan of liquidation
other than that such plan of liquidation meets the requirements outlined in
Sections 10.1, 10.2 and 10.3;

                  (ii) At or after the time 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 IV 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 Interests, (B)
to the Holders of the Class R-II Certificates all remaining assets of REMIC II,
(C) to the Holders of the Class R-III Certificates all remaining assets of REMIC
III and (D) to the Holders of the Class R-IV Certificates all remaining assets
of REMIC IV (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 Interests or REMIC
Regular Certificates or the final distribution or credit to the Holders of the
Residual Certificates, respectively, be made after the 89th day from the date on
which the plan of complete liquidation is adopted.

                  (b) By their acceptance of the Class R-I, Class R-II, R-III or
Class R-IV Certificates, respectively, the Holders thereof hereby (i) authorize
the Trustee to take such action as may be necessary to adopt a plan of complete
liquidation of the REMIC Pool and (ii) agree to



                                     -206-
<PAGE>

take such other action as may be necessary to adopt a plan of complete
liquidation of the Trust upon the written request of the Depositor, which
authorization shall be binding upon all successor Class R-I, Class R-II, Class
R-III and Class R-IV Certificateholders, respectively.

                  (c) On the final federal income tax return for each REMIC
Pool, the Paying Agent shall attach a statement specifying the date of the
adoption of the plan of liquidation.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

                  The provisions of this Article XI shall apply to each of the
REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular
Interests, 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 Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in


                                     -207-
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the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                  SECTION 11.2 ACCESS TO LIST OF HOLDERS.

                  (a) If the Paying Agent is not acting as Certificate
Registrar, the Certificate Registrar will furnish or cause to be furnished to
the Trustee and the Paying Agent, within fifteen days after receipt by the
Certificate Registrar of a request by the Trustee or the Paying Agent, as the
case may be, in writing, a list, in such form as the Trustee or the Paying
Agent, as the case may be, may reasonably require, of the names and addresses of
the Certificateholders of each Class as of the most recent Record Date.

                  (b) If the Depositor, the Operating Adviser, the Special
Servicer, the Master Servicer, the Trustee or three or more Holders (hereinafter
referred to as "applicants," with a single Person which (together with its
Affiliates) is the Holder of more than one Class of Certificates being viewed as
a single "applicant" for these purposes) apply in writing to the Paying Agent,
and such application states that the applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Paying Agent shall, within five
Business Days after the receipt of such application, send, at such Person's
expense, the written communication proffered by the applicants to all
Certificateholders at their addresses as they appear in the Certificate
Register.

                  (c) Every Holder, by receiving and holding a Certificate,
agrees with the Depositor, the Certificate Registrar, the Paying Agent, the
Master Servicer and the Trustee that neither the Depositor, the Certificate
Registrar, the Paying Agent, the Master Servicer nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

                  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
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.



                                     -208-
<PAGE>

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Certificates (notwithstanding any
notation of ownership or other writing thereon made by anyone other than the
Trustee) shall be proved by the Certificate Register, and neither the Trustee
nor the Depositor nor the Paying Agent shall be affected by any notice to the
contrary.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Trustee, the Paying Agent or the Depositor in reliance thereon, whether or not
notation of such action is made upon such Certificate.

                                  ARTICLE XII

                              REMIC ADMINISTRATION

       The provisions of this Article XII shall apply to each REMIC Pool.

                  SECTION 12.1 REMIC ADMINISTRATION.

                  (a) An election will be made by the Paying Agent on behalf of
the Trustee to treat the segregated pool of assets consisting of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and the Distribution Account, the Insurance Policies and any REO
Properties as a REMIC 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 the REMIC I and the Class R-I Certificates shall be designated as
the sole class of "residual interests" in the REMIC I. The Trustee and the
Paying Agent shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in any of the REMICs other than the REMIC
I, REMIC II, REMIC III and REMIC IV Regular Interests and the Residual
Certificates.

                  An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
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


                                     -209-
<PAGE>

the REMIC II Interest is 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 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 Interest is issued. For the purposes of such election, the REMIC III
Regular Interests shall be designated as the "regular interests" in REMIC III
and the Class R-III Certificates shall be designated as the sole class of the
"residual interests" in REMIC III.

                  An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC 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 IV Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class
H, Class J, Class K, Class L and Class M Certificates shall be designated as the
"regular interests" in REMIC IV and the Class R-IV Certificates shall be
designated as the sole class of "residual interests" in REMIC IV.

                  (b) The applicable Closing Date is hereby designated as the
"Startup Day" of each REMIC Pool within the meaning of Section 860G(a)(9) of the
Code.

                  (c) The Paying Agent shall pay all routine tax related
expenses (not including any taxes, however denominated, including any additions
to tax, penalties and interest) of each REMIC Pool, excluding any professional
fees or extraordinary expenses related to audits or any administrative or
judicial proceedings with respect to each REMIC Pool that involve the Internal
Revenue Service or state tax authorities.

                  (d) The Paying Agent shall cause to be prepared, signed, and
timely filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

                  (e) The Paying Agent shall prepare and file all of each REMIC
Pool's federal and state income or franchise tax and information returns as such
REMIC Pool direct representative; the expenses of preparing such returns shall
be borne by the Paying Agent and the cost of filing such returns shall be borne
by the applicable REMIC Pool, 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)


                                     -210-
<PAGE>

hereof. The Depositor, the Master Servicer and the Special Servicer shall
provide on a timely basis to the Paying Agent or its designee such information
with respect to the Trust or any REMIC Pool as is in its possession, which the
Depositor or the Master Servicer and the Special Servicer has received or
prepared by virtue of its role as Depositor or Master Servicer and the Special
Servicer hereunder and reasonably requested by the Paying Agent to enable it to
perform its obligations under this subsection, and the Paying Agent shall be
entitled to conclusively rely on such information in the performance of its
obligations hereunder. The Depositor shall indemnify the Trust, the Trustee, the
Paying Agent and the Fiscal Agent for any liability or assessment against any of
them or cost or expense (including attorneys' fees) incurred by them resulting
from any error resulting from bad faith, negligence, or willful malfeasance of
the Depositor in providing any information for which the Depositor is
responsible for preparing. The Master Servicer and the Special Servicer shall
indemnify the Trustee, the Fiscal Agent, the Paying Agent and the Depositor for
any liability or assessment against the Trustee, the Fiscal Agent, the
Depositor, the Paying Agent or any REMIC Pool and any expenses incurred in
connection with such liability or assessment (including attorneys' fees)
resulting from any error in any of such tax or information returns resulting
from errors in the information provided by the Master Servicer or the Special
Servicer, as the case may, be or caused by the negligence, willful misconduct or
bad faith of the Master Servicer or the Special Servicer, as the case may be.
The Paying Agent shall indemnify the Master Servicer, the Depositor or any REMIC
Pool for any expense incurred by the Master Servicer, the Depositor and any
REMIC Pool resulting from any error in any of such tax or information returns
resulting from errors in the preparation of such returns caused by the
negligence, willful misconduct or bad faith of the Paying Agent. Each
indemnified party shall immediately notify the indemnifying party or parties of
the existence of a claim for indemnification under this Section 12.1(e), and
provide the indemnifying party or parties, at the expense of such indemnifying
party or parties, an opportunity to contest the tax or assessment or expense
giving rise to such claim, provided that the failure to give such notification
rights shall not affect the indemnification rights in favor of any REMIC Pool
under this Section 12.1(e). Any such indemnification shall survive the
resignation or termination of the Master Servicer, the Paying Agent or the
Special Servicer, or the termination of this Agreement.

                  (f) The Paying Agent shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified 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 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


                                     -211-
<PAGE>

Officer of the Paying Agent be required by applicable law and shall prepare and
disseminate to Certificateholders 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, Class R-III and Class R-IV Certificates, respectively (or
of the greatest percentage of such Class R-I, Class R-II, Class R-III and Class
R-IV Certificates if no Holder holds more than 50% thereof), shall be the
applicable REMIC's Tax Matters Person. The duties of the Tax Matters Person for
each of the REMIC Pools are hereby delegated to the Paying Agent and each
Residual Certificateholder, by acceptance of its Residual Certificate, agrees,
on behalf of itself and all successor holders of such Residual Certificate, to
such delegation to the Paying Agent as their agent and attorney in fact. If the
Code or applicable regulations prohibits the Paying Agent from signing any
applicable Internal Revenue Service, court or other administrative documents or
from acting as Tax Matters Person (as an agent or otherwise), the Paying Agent
shall take whatever action is necessary for the signing of such documents and
designation of a Tax Matters Person, including the designation of such Residual
Certificateholder. The Paying Agent shall not be required to expend or risk its
own funds or otherwise incur any other financial liability in the performance of
its duties hereunder or in the exercise of any of its rights or powers (except
to the extent of the ordinary expenses of performing its duties under this
Agreement), if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

                  (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, the Paying Agent, the Master Servicer and the Special Servicer,
within the scope of its express duties, and shall each act in accordance with
this Agreement and the REMIC Provisions in order to create and maintain the
status of each REMIC Pool as a REMIC or, as appropriate, adopt a plan of
complete liquidation.

                  (j) The Trustee, the Paying Agent, the Master Servicer, the
Special Servicer, the Fiscal Agent and the Holders of Residual Certificates
shall not take any action or fail to take any action or cause any REMIC Pool to
take any action or fail to take any action if any of such persons knows or
could, upon the exercise of reasonable diligence, know, that, under the REMIC
Provisions such action or failure, as the case may be, could (i) endanger the
status of any REMIC Pool as a REMIC or (ii) result in the imposition of a tax
upon any REMIC Pool (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2)) unless the Trustee and the
Paying Agent have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. Any action
required under this section which would result in an unusual or unexpected
expense shall be undertaken at the expense of the party seeking the Trustee, the
Paying Agent or the Holders of the Residual Certificates to undertake such
action.

                  (k) In the event that any tax is imposed on REMIC I, REMIC II,
REMIC III or REMIC IV, including, without limitation, "prohibited transactions"
taxes as defined in Section


                                     -212-
<PAGE>

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 REMIC I,
REMIC II, REMIC III or REMIC IV after the Startup Day pursuant to Section
860G(d) of the Code, and any other tax imposed by the Code or any applicable
provisions of state or local tax laws (other than any tax permitted to be
incurred by the Special Servicer pursuant to Section 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or results from a breach of any of
its obligations under this Agreement; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; (iv) the Fiscal Agent, if such tax arises out of or
results from a breach by the Fiscal Agent of any of its obligations under this
Agreement; and (v) the Trust in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 9.14(e) shall be charged to
and paid by the Trust from the net income generated on the related REO Property.
Any such amounts payable by the Trust in respect of taxes shall be paid by the
Paying Agent out of amounts on deposit in the Distribution Account.

                  (l) The Paying Agent and, to the extent that records are
maintained by the Master Servicer or the Special Servicer in the normal course
of its business, the Master Servicer and the Special Servicer shall, for federal
income tax purposes, maintain books and records with respect to each REMIC Pool
on a calendar year and on an accrual basis. Notwithstanding anything to the
contrary contained herein, except to the extent provided otherwise in the
Mortgage Loans or in the Mortgages, all amounts collected on the Mortgage Loans
shall, for federal income tax purposes, be allocated first to interest due and
payable on the Mortgage Loans (including interest on overdue interest, other
than additional interest at a penalty rate payable following a default). The
books and records must be sufficient concerning the nature and amount of each
REMIC Pool's investments to show that such REMIC Pool has complied with the
REMIC Provisions.

                  (m) Neither the Trustee, Paying Agent, the Master Servicer nor
the Special Servicer shall enter into any arrangement by which any REMIC Pool
will receive a fee or other compensation for services.

                  (n) In order to enable the Paying Agent to perform its duties
as set forth herein, the Depositor shall provide, or cause to be provided, to
the Paying Agent within ten (10) days after the Closing Date all information or
data that the Paying Agent reasonably determines to be relevant for tax purposes
on the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Senior Certificates, Subordinate Certificates and Residual
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


                                     -213-
<PAGE>

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 best reasonable efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of
such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

                  (o) At all times as may be required by the Code, the Master
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

                  (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" for each Class of
Certificates representing a regular interest in REMIC IV, for each Class of
REMIC I Regular Interests, for each Class of REMIC II Regular Interests, and for
each Class of REMIC III Regular Interests is the Final Rated Distribution Date.

                  SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither
the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer
shall permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC



                                     -214-
<PAGE>

Pool to be subject to a tax on "prohibited transactions" or "prohibited
contributions" or other tax pursuant to the REMIC Provisions.

                  SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding
anything to the contrary in this Agreement, neither the Trustee, the Paying
Agent, the Master Servicer nor the Special Servicer shall permit any
modification (other than a modification that adds, deletes, or alters customary
accounting or financial covenants) of a Mortgage Loan or a Specially Serviced
Mortgage Loan unless (i) the Trustee, the Special Servicer, the Paying Agent and
the Master Servicer have received a Nondisqualification Opinion or a ruling from
the Internal Revenue Service (at the expense of the party making the request
that the Master Servicer or the Special Servicer modify the Mortgage Loan or a
Specially Serviced Mortgage Loan) to the effect that such modification would not
be treated as an exchange pursuant to Section 1001 of the Code (or, if it would
be so treated, would not be treated as a "significant modification" for purposes
of Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

                  SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS
OF REMIC STATUS. In the event that any REMIC Pool fails to qualify as a REMIC,
loses its status as a REMIC, or incurs state or local taxes, or tax as a result
of a prohibited transaction or prohibited contribution subject to taxation under
the REMIC Provisions due to the negligent performance by either the Trustee or
the Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or Paying Agent, as applicable, shall not be liable for any such
Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

                                  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.



                                     -215-
<PAGE>

                  SECTION 13.2 ENTIRE AGREEMENT. This Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter hereof.
The express terms hereof control and supersede any course of performance or
usage of the trade inconsistent with any of the terms hereof.

                  SECTION 13.3 AMENDMENT.

                  (a) This Agreement may be amended from time to time by the
parties hereto, without notice to or the consent of any of the Holders, (i) to
cure any ambiguity, (ii) to cause the provisions herein to conform to or be
consistent with or in furtherance of the statements made with respect to the
Certificates, the Trust or this Agreement in the Private Placement Memorandum,
the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or to correct or supplement any provision herein which may be
inconsistent with any other provisions herein, (iii) to amend any provision
hereof to the extent necessary or desirable to maintain the status of each REMIC
Pool as a REMIC for the purposes of federal income tax law (or comparable
provisions of state income tax law), (iv) to make any other provisions with
respect to matters or questions arising under or with respect to this Agreement
not inconsistent with the provisions hereof, (v) to modify, add to or eliminate
the provisions of Article III relating to transfers of Residual Certificates or
(vi) 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, and no amendment shall adversely affect the
status of any REMIC Pool as a REMIC without the consent of 100% of the
Certificateholders or (B) adversely affect the status of any REMIC Pool as a
REMIC. Prior to entering into any amendment without the consent of Holders
pursuant to this paragraph, the Trustee may require an Opinion of Counsel and a
Nondisqualification Opinion (in the case of clauses (i), (ii) and (iii), at the
expense of the Depositor, and otherwise at the expense of the party requesting
such amendment, except that if the Trustee requests such amendment, such
amendment shall be at the expense of the Depositor, if the Depositor consents),
to the effect that such amendment is permitted under this paragraph. Any such
amendment shall be deemed not to adversely affect in any material economic
respect any Holder if the Trustee receives a Rating Agency Confirmation 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). The placement of an "original issue discount" legend on, or
any change required to correct any such legend previously placed on, a
Certificate shall not be deemed an amendment to this Agreement.

                  (b) This Agreement may also be amended from time to time by
the agreement of the parties hereto (without the consent of the
Certificateholders) and with the written confirmation of the Rating Agencies
that such amendment would not cause the ratings on any Class of Certificates to
be qualified, withdrawn or downgraded; provided, however, that such amendment
may not effect any of the items set forth in clauses (i) through (iv) of the
proviso in paragraph (c) of this Section 13.3. The Trustee may request, at its
option, to receive a Nondisqualification Opinion and an Opinion of Counsel that
any amendment pursuant to this


                                     -216-
<PAGE>

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 the Master Servicer's, the
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) without the consent of 100% of the
Certificateholders (including the Class R-I, Class R-II, Class R-III and Class
R-IV Certificateholders); provided that no such amendment may modify Section
8.18 of this Agreement without the approval of the Rating Agencies. The Trustee
may request, at its option, to receive a Nondisqualification Opinion and an
Opinion of Counsel that any amendment pursuant to this Section 13.3(c) is
permitted by this Agreement at the expense of the party requesting the
amendment.

                  (d) The costs and expenses associated with any such amendment
shall be borne by the Depositor in the case the Trustee is the party requesting
such amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a).
In all other cases, the costs and expenses shall be borne by the party
requesting the amendment.

                  (e) Promptly after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and to the Rating Agencies.

                  (f) It shall not be necessary for the consent of Holders under
this Section 13.3 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

                  (g) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

                  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


                                     -217-
<PAGE>

LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

                  SECTION 13.5 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Morgan Stanley Dean Witter Capital
I. Inc, 1585 Broadway, New York, New York 10036, Attention: Russell Rahbany,
with a copy to: Morgan Stanley Dean Witter Capital I. Inc, 1585 Broadway, New
York, New York 10036, Attention: General Counsel; (B) in the case of the Trustee
and the Fiscal Agent at the Corporate Trust Office; (C) in the case of the
Master Servicer, Wells Fargo Bank, National Association, 420 Montgomery Street,
10th Floor, San Francisco, California 94104, 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 Special Servicer, Lennar Partners, Inc., 760 N.W. 107th
Avenue, Miami, Florida 33172, Attention: Steve Engel; (E) in the case of
Principal, Principal Capital Management, LLC, 801 Grand Avenue, Des Moines Iowa
50392, Attention: Patrick Halter, with a copy to Karen Pearston, Esq.; (F) in
the case of JHREF, John Hancock Real Estate Finance, Inc., 200 Clarendon Street,
Boston, Massachusetts 02117, Attention: M.W. Sam Davis, Senior Vice President,
with copies to the attention of Michael M. Epstein, Esq. and Nathaniel I.
Margolis, Esq.; (G) in the case of MSMC, Morgan Stanley Dean Witter Mortgage
Capital Inc., 1585 Broadway, New York, New York 10036, Attention: Russell
Rahbany, with a copy to: Morgan Stanley Dean Witter Capital I. Inc, 1585
Broadway, New York, New York 10036, Attention: General Counsel; or (H) in the
case of the Paying Agent at Norwest Bank Minnesota, National Association, 11000
Broken Land Parkway, Columbia, Maryland 21044-3562, Attention: Corporate Trust
Services (CMBS)-Morgan Stanley Capital I Inc., Series 2000-LIFE1; or as to each
party such other address as may hereafter be furnished by such party to the
other parties in writing. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice.

                  SECTION 13.6 SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

                  SECTION 13.7 INDULGENCES; NO WAIVERS. Neither the failure nor
any delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power
or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.



                                     -218-
<PAGE>

                  SECTION 13.8 HEADINGS NOT TO AFFECT INTERPRETATION. The
headings contained in this Agreement are for convenience of reference only, and
shall not be used in the interpretation hereof.

                  SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement
or in the Certificates, express or implied, shall give to any Person, other than
the parties to this Agreement and their successors hereunder and the Holders of
the Certificates, any benefit or any legal or equitable right, power, remedy or
claim under this Agreement; provided, however, that each of the Primary
Servicers is an intended third-party beneficiary of the indemnities of the Trust
set forth in Section 8.25 of this Agreement. It is acknowledged that such
indemnities may be enforced by each of the Primary Servicers against the Trust
to the same extent as if they were parties hereto.

                  SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

                  (a) The Trustee shall give prompt notice to the Rating
Agencies, Special Servicer and the Operating Adviser of the occurrence of any of
the following events of which it has notice:

                  (i) any amendment to this Agreement pursuant to Section 13.3
hereof;

                  (ii) the Interim Certification and the Final Certification
required pursuant to Section 2.2 hereof;

                  (iii) notice of the repurchase of any Mortgage Loan pursuant
to Section 2.3(a) hereof;

                  (iv) any resignation of the Master Servicer, Special Servicer,
the Paying Agent or the Trustee pursuant to this Agreement;

                  (v) the appointment of any successor to the Master Servicer,
the Fiscal Agent, the Trustee, the Paying Agent or the Special Servicer pursuant
to Section 7.7 or 7.14 hereof;

                  (vi) waiver of a due-on-sale clause as provided in Section
8.7;

                  (vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;

                  (viii) the making of a final payment pursuant to Section 10.3
hereof; and

                  (ix) a Servicing Transfer Event.

                  (b) All notices to the Rating Agencies shall be in writing and
sent by first class mail, telecopy or overnight courier, as follows:




                                     -219-
<PAGE>

                  If to S&P, to:

                  Standard & Poor's Ratings Services
                  55 Water Street
                  New York, NY  10041
                  Attention:        Commercial Mortgage Surveillance Manager


                  If to Fitch, to:

                  Fitch IBCA, Inc.
                  One State Street Plaza
                  New York, NY 10004
                  Attention:        Commercial Mortgage Surveillance


                  If to any other Rating Agency, at such address as shall be
provided in writing to the Depositor by such Rating Agency.

                  (c) The Trustee, or in the case of clauses (i) and (ii), the
successor trustee shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events:

                  (i) the resignation or removal of the Trustee pursuant to
Section 7.6; or

                  (ii) the appointment of a successor trustee pursuant to
Section 7.7; or

                  (iii) the appointment of a successor Operating Adviser
pursuant to Section 9.37.

                  (d) The Master Servicer shall deliver to the Rating Agencies
and the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and shall deliver to the Primary Servicers and the
Special Servicer each of the reports required to be delivered by the Master
Servicer to the Primary Servicers and the Special Servicer pursuant to the terms
of this Agreement. The Paying Agent and the Special Servicer shall deliver to
the Rating Agencies and the Depositor any information as reasonably requested by
the Rating Agencies and Depositor, as the case may be.

                  (e) Any notice or other document required to be delivered or
mailed by the Depositor, Master Servicer, Paying Agent or Trustee shall be given
by such parties, respectively, on a best efforts basis and only as a matter of
courtesy and accommodation to the Rating Agencies, unless otherwise specifically
required herein, and such parties, respectively, shall have no liability for
failure to deliver any such notice or document to the Rating Agencies.

                  SECTION 13.11 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.



                                     -220-
<PAGE>

                  SECTION 13.12 INTENTION OF PARTIES. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans and related
rights and property to the Trustee, for the benefit of the Certificateholders,
by the Depositor as provided in Section 2.1 be, and be construed as, an absolute
sale of the Mortgage Loans and related property. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the Mortgage
Loans and related property by the Depositor to the Trustee to secure a debt or
other obligation of the Depositor. However, in the event that, notwithstanding
the intent of the parties, the Mortgage Loans or any related property is held to
be the property of the Depositor, or if for any other reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans or any
related property, then this Agreement shall be deemed to be a security
agreement; and the conveyance provided for in Section 2.1 shall be deemed to be
a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the Depositor's right,
title, and interest, whether now owned or hereafter acquired, in and to:

                  (i) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of,
arising from or relating to any of the property described in clauses (1)-(4)
below: (1) the Mortgage Loans, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies identified
on the Mortgage Loan Schedule, including all Qualified Substitute Mortgage
Loans, all distributions with respect thereto payable on and after the Cut-Off
Date, and the Mortgage Files; (2) the Distribution Account, all REO Accounts,
and the Certificate Account, including all property therein and all income from
the investment of funds therein (including any accrued discount realized on
liquidation of any investment purchased at a discount); (3) the REMIC I Regular
Interests, the REMIC II Regular Interests and the REMIC III 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

                  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,


                                     -221-
<PAGE>

or persons holding for, the Trustee, as applicable, for the purpose of
perfecting such security interest under applicable law.

                  The Depositor and, at the Depositor's direction, the Master
Servicer and the Trustee, shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. The Master Servicer shall file, at the
expense of the Trust as an Additional Trust Expense all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in such property, including without limitation (i)
continuation statements, and (ii) such other statements as may be occasioned by
any transfer of any interest of the Master Servicer or the Depositor in such
property. In connection herewith, the Trustee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction.

                  SECTION 13.13 RECORDATION OF AGREEMENT. This Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere. Such recordation, if any,
shall be effected by the Master Servicer at the expense of the Trust as an
Additional Trust Expense, but only upon direction of the Depositor accompanied
by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.

                  SECTION 13.14 RATING AGENCY MONITORING FEES. The parties
hereto acknowledge that the Sellers have paid 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.

                  SECTION 13.15 ADDITIONAL REPORT DELIVERY REQUIREMENTS.
Notwithstanding the provisions of Section 8.11(f), 8.12, 8.13, 8.14 and 8.17
that otherwise expressly require the delivery or availability of any notice,
report or other information to a Non-Investment Grade Requesting
Certificateholder, (i) such information shall not be required to be so delivered
unless (A) such Non-Investment Grade Requesting Certificateholder is an initial
(that is, as of the initial Closing Date) Holder or Certificate Owner of the
related Non-Investment Grade Certificates (or any initial transferee of an
initial Holder), (B) such Holder or Certificate Owner shall have notified the
Master Servicer and the Special Servicer that such Holder or Certificate Owner
elects to receive such information, and the identity of the sender of such
notice as a Non-Investment Grade Requesting Certificateholder has been
acknowledged by the Trustee, and (C) if such identity has not been acknowledged
by the Trustee pursuant to clause (B) above, such Non-Investment Grade
Requesting Certificateholder provides evidence reasonably satisfactory to Paying
Agent that such Person qualifies for the status of Non-Investment Grade
Requesting Certificateholder. The initial Holder shall notify the Master
Servicer and the Special Servicer of any transfer to a transferee pursuant to
the provisions of clause (A) above. If a Non-Investment


                                     -222-
<PAGE>

Grade Requesting Certificateholder or Certificate Owner does not pay for the
reasonable out-of-pocket expenses incurred by the Master Servicer, the Special
Servicer or applicable Primary Servicer, as the case may be, solely in
connection with making copies of and delivering such information, to such Holder
or Certificate Owner, and such failure to pay continues for 30 days after notice
from the Master Servicer, the Special Servicer or the applicable Primary
Servicer that such invoice has not been paid, then no further information will
be required to be delivered to such Holder pursuant to this Section 13.15 or any
other provision of this Agreement that requires delivery of information to a
"Non-Investment Grade Requesting Certificateholder" as such.

                  The notification and acknowledgement required in clause (B)
above and proof required in clause (C) above shall not be effective unless they
are delivered to the Master Servicer at least ten (10) Business Days prior to
the date such information is required to be delivered to the Non-Investment
Grade Requesting Certificateholders (which delivery may be in the form of a
standing undertaking that applies to all dates after the date on which such
undertaking is made).

                  The parties acknowledge that the Primary Servicers shall
deliver directly to the Non-Investment Grade Requesting Certificateholders the
reports expressly specified in the Primary Servicing Agreements to be so
directly delivered, as long as the Master Servicer delivers to the Primary
Servicers a list of the names and addresses of the Non-Investment Grade
Certificateholders to which the Master Servicer is required to deliver
information hereunder at least seven (7) Business Days prior to the date such
information is required to be delivered to the Non-Investment Grade Requesting
Certificateholders.




                                     -223-
<PAGE>

                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Fiscal Agent have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                     MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                     as Depositor

                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                                     Master Servicer


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     LENNAR PARTNERS, INC., as Special Servicer


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     LASALLE BANK NATIONAL ASSOCIATION, as
                                     Trustee


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:





                                     -224-
<PAGE>

                                     ABN AMRO BANK N.V., as Fiscal Agent


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                     NORWEST BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Paying Agent and
                                     Certificate Registrar


                                     By:
                                        ---------------------------------------
                                        Name:
                                        Title:



                                     -225-
<PAGE>


STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )

                  On this __th day of April, 2000, before me, a notary public in
and for said State, personally appeared _____________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Morgan Stanley
Dean Witter Capital I. Inc, and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                                   ----------------------------
                                                           Notary Public


                                     -226-
<PAGE>

STATE OF CALIFORNIA      )
                         ) ss.:
COUNTY OF SAN FRANCISCO  )

                  On this ___th day of April, 2000, before me, a notary public
in and for said State, personally appeared ____________--, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President of ___________________, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                                   ----------------------------
                                                           Notary Public


                                     -227-
<PAGE>


STATE OF        )
                ) ss.:
COUNTY OF       )

                  On the ______ day of April, 2000, before me, a notary public
in and for said State, personally appeared ___________________ known to me to be
a of _______________, one of the entities that executed the within instrument,
and acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                   ----------------------------
                                                           Notary Public



                                     -228-
<PAGE>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

                  On this ___ day of April, 2000, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ____________, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                                   ----------------------------
                                                           Notary Public


                                     -229-
<PAGE>


STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

                  On this ___ day of April, 2000, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of _______________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                                   ----------------------------
                                                           Notary Public


                                     -230-
<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

                  On this ___ day of April, 2000, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ________________
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                                   ----------------------------
                                                           Notary Public


                                     -231-
<PAGE>

STATE OF NEW YORK     )
                      ) ss.:
COUNTY OF NEW YORK    )






                  On this ___ day of April, 2000, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Norwest Bank
Minnesota, National Association and acknowledged to me that such nationally
chartered bank executed the within instrument pursuant to its by-laws or a
resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.



                                      -i-

<PAGE>

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

                   MORGAN STANLEY DEAN WITTER CAPITAL I INC.,
                                  AS DEPOSITOR,

                                       AND


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               AS MASTER SERVICER,


                                       AND


                              LENNAR PARTNERS, INC.
                              AS SPECIAL SERVICER,


                                       AND


                  LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE

                                       AND

                               ABN AMRO BANK N.V.,
                                 AS FISCAL AGENT

                                       AND

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                    AS PAYING AGENT AND CERTIFICATE REGISTRAR

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

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT

                    DATED AS OF MARCH 1, 2000 AS AMENDED AND
                          RESTATED AS OF APRIL 26, 2000
                   -------------------------------------------

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                   2000-LIFE1

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


<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]


THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

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.



                                     A-1-1

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  7.42%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1                   TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATES AS OF THE CLOSING DATE:  $113,834,030
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE
CLOSING DATE:  $113,834,030                                      CUSIP NO.
</TABLE>



                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.




                                     A-1-2


<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-1-3


<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service




                                     A-1-4

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-1-5

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION, as Certificate Registrar



                                       By:
                                          -------------------------------------
                                              AUTHORIZED SIGNATORY


Dated:  April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.



                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION,
                                       AUTHENTICATING AGENT



                                       By:
                                          -------------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-1-6

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)


                  Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                   PLEASE INSERT SOCIAL SECURITY OR OTHER
-------------------------------
                                   IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------

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


-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:
      ---------------------------   --------------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

---------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-1-7

<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.



                                     A-1-8

<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:



                                     A-1-9

<PAGE>


                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

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.




                                     A-2-1

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  7.57%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2                   TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CERTIFICATES AS OF THE CLOSING DATE:  $439,000,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS A-2 CERTIFICATE AS OF THE
CLOSING DATE:  $400,000,000                                      CUSIP NO.

                                                                 NO. 1
</TABLE>

                             CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-2-2

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-2-3

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service



                                     A-2-4

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-2-5

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.


                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION, as Certificate Registrar



                                       By:
                                           -------------------------------------
                                              AUTHORIZED SIGNATORY


Dated:  April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION,
                                       AUTHENTICATING AGENT



                                       By:
                                           -------------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-2-6


<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)


                  Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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


-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-2-7

<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.




                                     A-2-8

<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:





                                     A-2-9

<PAGE>


                                   EXHIBIT A-3

                          [FORM OF CLASS B CERTIFICATE]


THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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 B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY


                                     A-3-1

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.




                                     A-3-2

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  7.57%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS B  CERTIFICATES       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $22,408,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS B  CERTIFICATE AS OF THE
CLOSING DATE:  $22,408,000                                       CUSIP NO.
</TABLE>



                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-3-3


<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-3-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service



                                     A-3-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-3-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION, as Certificate Registrar



                                       By:
                                          --------------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                       NORWEST BANK MINNESOTA, NATIONAL
                                       ASSOCIATION,
                                       AUTHENTICATING AGENT



                                       By:
                                          --------------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-3-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.


Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-3-8

<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.




                                     A-3-9

<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:




                                     A-3-10


<PAGE>

                                   EXHIBIT A-4

                          [FORM OF CLASS C CERTIFICATE]


THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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 C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY



                                     A-4-1

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.




                                     A-4-2


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE: 7.68%                                 MASTER SERVICER: WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER: LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES        TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $25,854,000
                                                                 FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS C CERTIFICATE AS OF THE
CLOSING DATE:  $25,854,000                                       CUSIP NO.
</TABLE>


                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class C Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.




                                     A-4-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-4-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service


                                     A-4-5


<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-4-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-4-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-4-8

<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.




                                     A-4-9

<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:




                                     A-4-10

<PAGE>


                                   EXHIBIT A-5

                          [FORM OF CLASS D CERTIFICATE]


THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



                                     A-5-1

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



                                     A-5-2

<PAGE>



                                MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                              COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                            SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  7.78%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS D  CERTIFICATES       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $8,619,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS D  CERTIFICATE AS OF THE
CLOSING DATE:  $8,619,000                                        CUSIP NO.
</TABLE>



                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO., is the registered owner of the interest
evidenced by this Certificate in the Class D Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.



                                     A-5-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-5-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service




                                     A-5-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-5-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY





                                     A-5-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-5-8

<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.




                                     A-5-9

<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:




                                     A-5-10

<PAGE>


                                   EXHIBIT A-6

                          [FORM OF CLASS E CERTIFICATE]


THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE 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.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

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



                                     A-6-1

<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



                                     A-6-2

<PAGE>


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  7.80%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS E  CERTIFICATES       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $17,236,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS E  CERTIFICATE AS OF THE
CLOSING DATE:  $17,236,000                                       CUSIP NO.
</TABLE>



                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class E Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-6-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-6-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service




                                     A-6-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-6-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY





                                     A-6-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-6-8


<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.





                                     A-6-9

<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:



                                     A-6-10


<PAGE>

                                   EXHIBIT A-7

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE.



                                     A-7-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-7-2


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  7.80%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $6,895,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE
CLOSING DATE:  $6,895,000                                        CUSIP NO.
</TABLE>



                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class F Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-7-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-7-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service




                                     A-7-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-7-6


<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-7-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-7-8

<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.



                                     A-7-9

<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:




                                     A-7-10

<PAGE>


                                   EXHIBIT A-8

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE.




                                     A-8-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-8-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:  7.80%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                            SPECIAL SERVICER:  LENNAR PARTNERS, INC.

CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
5, 2000)                                                         ASSOCIATION

CLOSING DATE: APRIL 26, 2000                                     PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                                 LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
FIRST DISTRIBUTION DATE: MAY 15, 2000                            WELLS FARGO BANK, NATIONAL ASSOCIATION

AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AS OF THE CLOSING DATE:  $1,724,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.
CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE
CLOSING DATE:  $1,724,000                                        CUSIP NO.
</TABLE>



                               CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class G Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-8-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 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



                                     A-8-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service



                                     A-8-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.



                                     A-8-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY





                                     A-8-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-8-8


<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.




                                     A-8-9

<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:




                                     A-8-10


<PAGE>


                                   EXHIBIT A-9

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE.



                                     A-9-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-9-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE: 6.50%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000
                                                                 SPECIAL SERVICER:  LENNAR PARTNERS, INC.
CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: MARCH 29, 2000
                                                                 PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
FIRST DISTRIBUTION DATE: APRIL 17, 2000                          LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE:  $13,789,000                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $13,789,000
                                                                 CUSIP NO. 61746WAJ9

                                                                 NO. 1
</TABLE>

                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & Co. is the registered owner of the interest evidenced
by this Certificate in the Class H Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-9-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in 17 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest




                                     A-9-4

<PAGE>

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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.



                                     A-9-5

<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.



                                     A-9-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-9-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-9-8


<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.





                                     A-9-9

<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:



                                     A-9-10

<PAGE>


                                  EXHIBIT A-10

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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.




                                     A-10-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-10-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE:6.50%                                  MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000
                                                                 SPECIAL SERVICER:  LENNAR PARTNERS, INC.
CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: MARCH 29, 2000
                                                                 PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
FIRST DISTRIBUTION DATE: APRIL 17, 2000                          LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES
AS OF THE CLOSING DATE:  $6,895,000                              TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $6,895,000
                                                                 CUSIP NO. 61746WAK6

                                                                 NO. 1
</TABLE>

                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & Co. is the registered owner of the interest evidenced
by this Certificate in the Class J Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-10-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in 17 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest



                                     A-10-4

<PAGE>

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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.




                                     A-10-5

<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-10-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-10-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-10-8


<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.




                                     A-10-9

<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:




                                    A-10-10

<PAGE>

                                  EXHIBIT A-11

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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.



                                     A-11-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-11-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE: 6.50%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000
                                                                 SPECIAL SERVICER:  LENNAR PARTNERS, INC.
CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: MARCH 29, 2000
                                                                 PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
FIRST DISTRIBUTION DATE: APRIL 17, 2000                          LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES
AS OF THE CLOSING DATE:  $5,171,000                              TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $5,171,000
                                                                 CUSIP NO. 61746WAL4

                                                                 NO. 1
</TABLE>

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & Co. is the registered owner of the interest evidenced
by this Certificate in the Class K Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-11-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in 17 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest




                                     A-11-4

<PAGE>

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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.



                                     A-11-5

<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-11-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-11-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-11-8

<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.




                                     A-11-9


<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:



                                    A-11-10

<PAGE>


                                  EXHIBIT A-12

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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.



                                     A-12-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-12-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                             <C>
INITIAL PASS-THROUGH RATE: 6.50%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000
                                                                 SPECIAL SERVICER:  LENNAR PARTNERS, INC.
CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: MARCH 29, 2000
                                                                 PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
FIRST DISTRIBUTION DATE: APRIL 17, 2000                          LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L CERTIFICATES
AS OF THE CLOSING DATE:  $13,789,000                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $13,789,000
                                                                 CUSIP NO. 61746WAM2

                                                                 NO. 1
</TABLE>

                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & Co. is the registered owner of the interest evidenced
by this Certificate in the Class L Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.




                                     A-12-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in 17 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest




                                     A-12-4

<PAGE>

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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.



                                     A-12-5

<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.





                                     A-12-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY



                                     A-12-7


<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-12-8

<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.




                                     A-12-9

<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:



                                    A-12-10

<PAGE>

                                  EXHIBIT A-13

                          [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 CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
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 AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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.




                                     A-13-1

<PAGE>

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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 29, 2000. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING
THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID
PER $1,000 OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS _______% PER
ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE
EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY
OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.

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.




                                     A-13-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE: 6.50%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000
                                                                 SPECIAL SERVICER:  LENNAR PARTNERS, INC.
CUT-OFF DATE: MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                         PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
CLOSING DATE: MARCH 29, 2000
                                                                 PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
FIRST DISTRIBUTION DATE: APRIL 17, 2000                          LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                                 WELLS FARGO BANK, NATIONAL ASSOCIATION
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES
AS OF THE CLOSING DATE:  $13,789,701                             TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE        FISCAL AGENT:  ABN AMRO BANK N.V.
CLOSING DATE:  $13,789,701
                                                                 CUSIP NO. 61746WAN0

                                                                 NO. 1
</TABLE>

                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & Co. is the registered owner of the interest evidenced
by this Certificate in the Class M Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-13-3

<PAGE>

                  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 Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in 17 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest



                                     A-13-4

<PAGE>

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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.




                                     A-13-5

<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.



                                     A-13-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-13-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-13-8

<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.



                                     A-13-9


<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:




                                     A-13-10

<PAGE>


                                  EXHIBIT A-14

                                   [RESERVED]





                                     A-14-1

<PAGE>


                                  EXHIBIT A-15

                                   [RESERVED]





                                     A-15-1

<PAGE>



                                  EXHIBIT A-16

                                   [RESERVED]



                                     A-16-1


<PAGE>

                                  EXHIBIT A-17

                         [FORM OF CLASS R-I CERTIFICATE]


THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY 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
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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



                                     A-17-1

<PAGE>

AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE
AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL
RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS
A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC,
A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL
UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR
TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR
RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY
CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY
POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES
WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF
TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



                                     A-17-2


<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                           <C>
PERCENTAGE INTEREST OF THIS CLASS R-I CERTIFICATE:  100%       SPECIAL SERVICER:  LENNAR PARTNERS, INC.

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000  PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                       PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                               LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
CLOSING DATE:  MARCH 29, 2000                                  WELLS FARGO BANK, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 17, 2000                        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT First Union National Bank is the registered owner of the
interest evidenced by this Certificate in the Class R-I Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-I Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I Inc.
Commercial



                                     A-17-3

<PAGE>

Mortgage Pass-Through Certificates, Series 2000-LIFE1 and are issued in 17
Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  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.



                                     A-17-4

<PAGE>

                  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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the




                                     A-17-5

<PAGE>

Special Servicer, the Certificate Registrar nor any such agents shall be
affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-17-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                     A-17-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-17-8


<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.




                                     A-17-9


<PAGE>


                                  EXHIBIT A-18

                        [FORM OF CLASS R-II CERTIFICATE]


THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY 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
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



                                     A-18-1


<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



                                     A-18-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                          <C>
PERCENTAGE INTEREST OF THIS CLASS R-II CERTIFICATE:  100%      SPECIAL SERVICER:  LENNAR PARTNERS, INC.

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000  PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                       PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                               LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
CLOSING DATE:  MARCH 29, 2000                                  WELLS FARGO BANK, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 17, 2000                        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT First Union National Bank is the registered owner of the
interest evidenced by this Certificate in the Class R-II Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-II Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I Inc.
Commercial



                                     A-18-3

<PAGE>

Mortgage Pass-Through Certificates, Series 2000-LIFE1 and are issued in 17
Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  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.



                                     A-18-4

<PAGE>

                  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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the



                                     A-18-5

<PAGE>

Special Servicer, the Certificate Registrar nor any such agents shall be
affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-18-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY



                                     A-18-7


<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-18-8


<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.



                                     A-18-9

<PAGE>


                                  EXHIBIT A-19

                        [FORM OF CLASS R-III CERTIFICATE]


THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY 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
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE 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




                                     A-19-1

<PAGE>

PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT
(1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING
AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE
IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT
FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH
GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A
RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS
NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM
SOURCES WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT
OF TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.



                                     A-19-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                          <C>
PERCENTAGE INTEREST OF THIS CLASS R-III CERTIFICATE:  100%     SPECIAL SERVICER:  LENNAR PARTNERS, INC.

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1, 2000  PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                       PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                               LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
CLOSING DATE:  MARCH 29, 2000                                  WELLS FARGO BANK, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: APRIL 17, 2000                        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION       FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT First Union National Bank is the registered owner of the
interest evidenced by this Certificate in the Class R-III Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-III Certificates specified on the face hereof. The
Certificates are designated as the Morgan Stanley Dean Witter Capital I Inc.
Commercial




                                     A-19-3

<PAGE>

Mortgage Pass-Through Certificates, Series 2000-LIFE1 and are issued in 17
Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  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.



                                     A-19-4


<PAGE>

                  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 no more than five business days after the related Record
Date or otherwise by check mailed to such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be
specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the



                                     A-19-5

<PAGE>

Special Servicer, the Certificate Registrar nor any such agents shall be
affected by notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                     A-19-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: March 29, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY



                                     A-19-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                     A-19-8


<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.



                                     A-19-9


<PAGE>

                                  EXHIBIT A-19A

                        [FORM OF CLASS R-IV CERTIFICATE]


THIS CLASS R-IV CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY 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
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.




                                     A-19A-1

<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-IV CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.





                                    A-19A-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                           <C>
PERCENTAGE INTEREST OF THIS CLASS R-IV CERTIFICATE:  100%      SPECIAL SERVICER:  LENNAR PARTNERS, INC.

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,       PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
2000, AS AMENDED AS OF APRIL 26, 2000                          ASSOCIATION

CUT-OFF DATE:  MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH      PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
5, 2000)                                                       LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
                                                               WELLS FARGO BANK, NATIONAL ASSOCIATION
CLOSING DATE:  APRIL 26, 2000
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
FIRST DISTRIBUTION DATE: MAY 15, 2000
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.
MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION
</TABLE>


                             CLASS R-IV 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 First Union National Bank is the registered owner of the
interest evidenced by this Certificate in the Class R-IV Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Dean Witter Capital I Inc. (hereinafter called the "Depositor", which term
includes any successor entity under the Pooling and Servicing Agreement), the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the Special
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as
shall from time to time be held in the Certificate Account and Distribution
Account, the Insurance Policies and any REO Properties. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-IV Certificates specified on the face hereof.



                                    A-19A-3


<PAGE>

The Certificates are designated as the Morgan Stanley Dean Witter Capital I Inc.
Commercial Mortgage Pass-Through Certificates, Series 2000-LIFE1 and are issued
in the Classes as 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.



                                    A-19A-4

<PAGE>

                  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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.



                                    A-19A-5

<PAGE>

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.




                                    A-19A-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-IV CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY




                                    A-19A-7


<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.



                                    A-19A-8

<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.



                                    A-19A-9

<PAGE>

                                  EXHIBIT A-20

                          [FORM OF CLASS X CERTIFICATE]


THIS CLASS X CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY 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 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS



                                     A-20-1

<PAGE>

860G AND 860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 29, 2000.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED
SOLELY FOR THE PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A
"CPR" OF 0% (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $______ OF OID PER $100,000 OF INITIAL CERTIFICATE BALANCE, THE
YIELD TO MATURITY IS _______% PER ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $100,000 OF INITIAL
CERTIFICATE BALANCE, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE
THAT THE MORTGAGE LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT
ANY PARTICULAR RATE.

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.



                                     A-20-2

<PAGE>



                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2000-LIFE1

<TABLE>
<CAPTION>
<S>                                                           <C>
INITIAL PASS-THROUGH RATE:  0.33%                              MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X CERTIFICATE:
$689,003,732                                                   SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MARCH 1,
2000, AS AMENDED AS OF APRIL 26, 2000                          PAYING AGENT: NORWEST BANK MINNESOTA, NATIONAL
                                                               ASSOCIATION
CUT-OFF DATE:  MARCH 1, 2000 (OR FOR CERTAIN LOANS, MARCH
5, 2000)                                                       PRIMARY SERVICERS:  PRINCIPAL CAPITAL MANAGEMENT,
                                                               LLC,  JOHN HANCOCK REAL ESTATE FINANCE INC. AND
CLOSING DATE:  APRIL 16, 2000                                  WELLS FARGO BANK, NATIONAL ASSOCIATION

FIRST DISTRIBUTION DATE: MAY 15, 2000                          TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION

AGGREGATE NOTIONAL AMOUNT OF THE CLASS X CERTIFICATES AS OF    FISCAL AGENT:  ABN AMRO BANK N.V.
THE CLOSING DATE:
$689,003,732                                                   CUSIP NO.

CERTIFICATE BALANCE OF THIS CLASS X CERTIFICATE AS OF THE
CLOSING DATE:
$689,003,732
</TABLE>

                               CLASS X CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I
Inc. (hereinafter called the "Depositor," which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.



                                     A-20-3

<PAGE>

                  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 Certificates. The Certificates are designated as the
Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-LIFE1 and are issued in the Classes specified in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of interest on this Certificate will be made out
of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated on the applicable Distribution Date to Certificateholders in
the manner set forth in the Pooling and Servicing Agreement. All Realized Losses
and interest shortfalls on the Mortgage Loans



                                     A-20-4

<PAGE>

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 no more than five business
days after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Class X 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



                                     A-20-5

<PAGE>

charge will be made for any such registration of transfer or exchange but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee created
hereby (other than the obligation of the Trustee to make payments to the
Certificateholders as set forth in Section 10.2 of the Pooling and Servicing
Agreement and other than the obligations in the nature of information or tax
reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) of the Pooling and
Servicing Agreement or (iii) the termination of the Trust pursuant to Section
10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof. The parties
designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and
payment of the Certificates and of all administrative expenses associated with
the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Residual Certificates.

                  The 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.



                                     A-20-6

<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, as Certificate Registrar



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY


Dated: April 26, 2000


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                                        NORWEST BANK MINNESOTA, NATIONAL
                                        ASSOCIATION,
                                        AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                              AUTHORIZED SIGNATORY



                                     A-20-7

<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -   as tenant in common       UNIF GIFT MIN ACT................Custodian
TEN ENT -   as tenants by the                              (Cust)
            entireties                      Under Uniform Gifts to Minors
JT TEN  -   as joint tenants with
            rights of survivorship
            and not as tenants in            Act.......................
            common                                    (State)

                 Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
---------------------------------------
                                        IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------

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

-------------------------------------------------------------------------------
             Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
  the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:
      ---------------------------   ------------------------------------
                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of this Certificate in every
                                    particular without alteration or enlargement
                                    or any change whatever.

-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a
commercial bank or trust company or by a
member firm of the New York Stock Exchange
or another national securities exchange.
Notarized or witnessed signatures are not
acceptable.




                                     A-20-8

<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.



                                     A-20-9

<PAGE>

                                   EXHIBIT B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                              March __, 2000



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York  10036

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

         Re:      Pooling and Servicing Agreement ("Pooling and Servicing
                  Agreement") relating to Morgan Stanley Dean Witter Capital I
                  Inc., Commercial Mortgage Pass-Through Certificates, Series
                  2000-LIFE1

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




                                     B-1-1

<PAGE>

Loans identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

                  The Trustee acknowledges receipt of notice that the Depositor
has granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

                  Capitalized words and phrases used herein and not otherwise
defined herein shall have the respective meanings assigned to them in the
Pooling and Servicing Agreement. This Certificate is subject in all respects to
the terms of said Pooling and Servicing Agreement.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee



                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:



                                     B-1-2


<PAGE>



                             SCHEDULE OF EXCEPTIONS





                                     B-1-3

<PAGE>

                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE



                                __________, 2000



Morgan Stanley Dean Witter Capital I Inc.
1585 Broadway
New York, New York  10036

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Morgan Stanley Dean WitterMortgage Capital Inc.
1585 Broadway
New York, New York  10036

         Re:      Pooling and Servicing Agreement ("Pooling and Servicing
                  Agreement") relating to Morgan Stanley Dean Witter Capital I
                  Inc., Commercial Mortgage Pass-Through Certificates, Series
                  2000-LIFE1

Ladies and Gentlemen:

                  In accordance with the provisions of Section 2.2 of the
Pooling and Servicing Agreement, the undersigned hereby certifies that, with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject
to the exceptions noted in the schedule of exceptions attached hereto, that: (a)
all documents required to be included in the Mortgage File pursuant to clauses
(i), (ii), (iv), (v) and (viii) of the definition of "Mortgage File," and any
documents required to be included in the Mortgage File pursuant to all other
clauses of the definition of "Mortgage File," to the extent known by a
Responsible Officer of the Trustee to be required pursuant to the Pooling and
Servicing Agreement, are in its possession, (b) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise



                                     B-2-1

<PAGE>

physically altered, and such documents relate to such Mortgage Loan, (c) based
on its examination and only as to the Mortgage Note and the Mortgage, the street
address of the Mortgaged Property and the name of the Mortgagor set forth in the
Mortgage Loan Schedule accurately reflects the information contained in the
documents in the Mortgage File, and (d) each Mortgage Note has been endorsed and
each Assignment of Mortgage has been delivered as provided in clause (i) and
clause (iv), respectively, of the definition of "Mortgage File" contained in 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 or any of the Trustee Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

                  The Trustee acknowledges receipt of notice that the Depositor
has granted to the Trustee for the benefit of the Certificateholders a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular
Interests.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
This Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as Trustee



                                            By:
                                               ---------------------------------
                                                Name:
                                                Title:




                                     B-2-2

<PAGE>



                             SCHEDULE OF EXCEPTIONS



                  [NONE]



                                     B-2-3

<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE


To:      Lasalle Bank National Association, as Trustee
         135 South LaSalle Street, Suite 1625
         Chicago, Illinois 60603

         Attn:  Asset-Backed Securities Trust Services Group
                Morgan Stanley Dean Witter Capital I Inc.,
                Commercial Mortgage Pass-Through Certificates,
                Series 2000-LIFE1

         Re:     Morgan Stanley Dean Witter Capital I Inc., Commercial
                 Mortgage Pass-Through Certificates, Series 2000-LIFE1


                                 DATE:__________


                  In connection with the administration of the Mortgage Loans
held by you as Trustee under the Pooling and Servicing Agreement dated as of
March 1, 2000, as amended and restated as of April 26, 2000 by and among Morgan
Stanley Dean Witter Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Lennar Partners, Inc. as Special Servicer,
Lasalle Bank National Association, as Trustee, Norwest Bank Minnesota, National
Association, as Paying Agent and Certificate Registrar and ABN AMRO Bank N.V.,
as Fiscal Agent (the "Pooling and Servicing Agreement"), the undersigned hereby
requests a release of the Trustee Mortgage File held by you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

                  Mortgagor's Name:

                  Address:

                  Loan No.:

                  Reason for requesting file:

_____             1.       Mortgage Loan paid in full.
                           (The [Master] [Special] Servicer hereby certifies
                           that all amounts received in connection with the
                           Mortgage Loan have been or will be, following the
                           [Master] [Special] Servicer's release of the Trustee
                           Mortgage File, credited to the Certificate Account or
                           the Distribution Account pursuant to the Pooling and
                           Servicing Agreement.)



                                      C-1

<PAGE>

_____             2.       Mortgage Loan repurchased.
                           (The [Master] [Special] Servicer hereby certifies
                           that the Purchase Price has been credited to the
                           Distribution Account pursuant to the Pooling and
                           Servicing Agreement.)

_____             3.       Mortgage Loan Defeased.

                  4.       Mortgage Loan substituted.
                           (The [Master] [Special] Servicer hereby certifies
                           that a Qualifying Substitute Mortgage Loan has been
                           assigned and delivered to you along with the related
                           Trustee Mortgage File pursuant to the Pooling and
                           Servicing Agreement.)

_____             5.       The Mortgage Loan is being foreclosed.

_____             6.       Other.  (Describe)


                  The undersigned acknowledges that the above Trustee Mortgage
File will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned to you, except if the
Mortgage Loan has been paid in full, repurchased or substituted for by a
Qualifying Substitute Mortgage Loan (in which case the Trustee Mortgage File
will be retained by us permanently), when no longer required by us for such
purpose).

                  Capitalized terms used herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.


                                           [Name of [Master] [Special] Servicer]




                                           By:
                                              ---------------------------------
                                               Name:
                                               Title:



                                      C-2

<PAGE>

                                   EXHIBIT D-1

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES




                                     [Date]


Norwest Bank Minnesota, National Association,
 as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1, 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 April 26, 2000 (the "Closing Date") of $__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Transferred Certificates were issued pursuant to the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
March 1, 2000, as amended and restated as of April 26, 2000, among Morgan
Stanley Dean Witter Capital I Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, Lasalle Bank National Association, as trustee, Norwest Bank
Minnesota, National Association, as 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 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



                                     D-1-1

<PAGE>

         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:
                                                 -------------------------------




                                     D-1-2

<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [DATE]


Norwest Bank Minnesota, National Association,
 as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1 (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 April 26, 2000 (the "Closing Date")
of [$__________] [evidencing a ____% Percentage Interest in the related Class]
(the "Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2000, as amended and restated as of April 26, 2000 (the "Pooling
and Servicing Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master
servicer, Lennar Partners, Inc., as special servicer, Lasalle Bank National
Association, as trustee, Norwest Bank Minnesota, as paying agent and certificate
registrar and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The 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


                                     D-2A-1

<PAGE>

         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:
                                                 -------------------------------



                                     D-2A-2

<PAGE>



                             ANNEX 1 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date



                                     D-2A-3

<PAGE>

                           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



                                     D-2A-4

<PAGE>

securities to the Transferee, unless the Transferee reports its securities
holdings in its financial statements on the basis of their market value, and no
current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in
determining such aggregate amount, the Transferee may have included securities
owned by subsidiaries of the Transferee, but only if such subsidiaries are
consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

       ___      ___      Will the Transferee be purchasing the Transferred
       Yes      No       Certificate only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                         ---------------------------------------
                                         Print Name of Transferee

                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------




                                     D-2A-5

<PAGE>



                             ANNEX 2 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and [name of Certificate Registrar], as
Certificate Registrar, with respect to the mortgage pass-through certificate
being transferred (the "Transferred Certificates") as described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____              The Transferee owned and/or invested on a discretionary basis
                  $___________________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

____              The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).




                                     D-2A-6

<PAGE>

                  4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

        ___         ___      Will the Transferee be purchasing the Transferred
                             Certificates only for the Transferee's own account?
        Yes         No

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

                                       -----------------------------------------
                                       Print Name of Transferee or Adviser

                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:

                                       IF AN ADVISER:

                                       -----------------------------------------
                                       Print Name of Transferee

                                       Date:
                                            ------------------------------------



                                     D-2A-7


<PAGE>


                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [Date]


Norwest Bank Minnesota, National Association,
 as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1 (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 April 26, 2000 (the
"Closing Date") of $__________][evidencing a ____% Percentage Interest in the
related Class] (the "Transferred Certificates"). The Certificates, including the
Transferred Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2000, as amended and restated as of April 26,
2000 (the "Pooling and Servicing Agreement"), among Morgan Stanley Dean Witter
Capital I Inc., as depositor (the "Depositor"), Wells Fargo Bank, National
Association, as master servicer, Lennar Partners, Inc., as special servicer,
Lasalle Bank National Association, as trustee, Norwest Bank Minnesota, National
Association, as paying agent and certificate registrar and ABN AMRO Bank N.V.,
as fiscal agent. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The 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



                                     D-2B-1

<PAGE>

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 (C) an opinion of counsel satisfactory to the Certificate
Registrar with respect to the availability of such exemption from registration
under the Securities Act, together with copies of the written certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

                  3. The Transferee understands that it may not sell or
otherwise transfer any Transferred Certificate except in compliance with the
provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed.

                  4. Transferee understands that each Transferred Certificate
will bear the following legends:

                  THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
                  OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR
                  OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
                  WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
                  A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
                  QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS
                  OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED
                  TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
                  OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
                  OR THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
                  OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS
                  CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
                  OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
                  RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN
                  COMPLIANCE WITH THE PROCEDURES DESCRIBED IN



                                     D-2B-2

<PAGE>

                  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:
                                                 -------------------------------




                                     D-2B-3

<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]


[TRANSFEROR]

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1, 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 April 26, 2000 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2000, as amended and restated as of April 26, 2000, among Morgan Stanley Dean
Witter Capital I Inc., as depositor (the "Depositor"), Wells Fargo Bank,
National Association, as master servicer, Lennar Partners, Inc., as special
servicer, Lasalle Bank National Association, as trustee, Norwest Bank Minnesota,
as 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



                                     D-3A-1

<PAGE>

availability of such exemption, together with copies of the certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

                  3. The Transferee understands that it may not sell or
otherwise transfer any portion of its interest in the Transferred Certificate
except in compliance with the provisions of Section 3.3 of the Pooling and
Servicing Agreement, which provisions it has carefully reviewed.

                  4. Transferee understands that the Transferred Certificate
will bear legends substantially to the following effect:

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

                  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.




                                     D-3A-2

<PAGE>

                  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:
                                                --------------------------------




                                     D-3A-3

<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1, 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 April 26, 2000 (the "Closing
Date") of $__________. The Certificates were issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2000, as amended and restated as of April 26, 2000, among Morgan Stanley Dean
Witter Capital I Inc., as depositor (the "Depositor"), Wells Fargo Bank,
National Association, as master servicer, Lennar Partners, Inc. as special
servicer, Lasalle Bank National Association, as trustee, Norwest Bank Minnesota,
National Association, as 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



                                     D-3B-1

<PAGE>

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 OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

                  NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.



                                     D-3B-2

<PAGE>



                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

                                          Very truly yours,



                                          --------------------------------------
                                          (Transferee)

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------




                                     D-3B-3

<PAGE>


                             ANNEX 1 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor"), and [name of Certificate Registrar] as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificate (the "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because (i) the Transferee owned and/or invested on a discretionary
basis $______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

                  ___      Corporation, etc. The Transferee is a corporation
                           (other than a bank, savings and loan association or
                           similar institution), Massachusetts or similar
                           business trust, partnership, or any organization
                           described in Section 501(c)(3) of the Internal
                           Revenue Code of 1986, as amended.

                  ___      Bank. The Transferee (a) is a national bank or a
                           banking institution organized under the laws of any
                           State, U.S. territory or the District of Columbia,
                           the business of which is substantially confined to
                           banking and is supervised by the State or territorial
                           banking commission or similar official or is a
                           foreign bank or equivalent institution, and (b) has
                           an audited net worth of at least $25,000,000 as
                           demonstrated in its latest annual financial
                           statements, a copy of which is attached hereto, as of
                           a date not more than 16 months preceding the date of
                           sale of the Certificate in the case of a U.S. bank,
                           and not more than 18 months preceding such date of
                           sale for a foreign bank or equivalent institution.

                  ___      Savings and Loan. The Transferee (a) is a savings and
                           loan association, building and loan association,
                           cooperative bank, homestead association or similar
                           institution, which is supervised and examined by a
                           State or Federal authority having supervision over
                           any such institutions or is a foreign savings and
                           loan association or equivalent institution and (b)
                           has an audited net worth of at least $25,000,000 as
                           demonstrated in its latest



                                     D-3B-4

<PAGE>

                           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.




                                     D-3B-5

<PAGE>

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost
of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Transferred Certificate are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

         ___      ___      Will the Transferee be purchasing the Transferred
         Yes      No       Certificate only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.




                                          --------------------------------------
                                          Print Name of Transferee

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------
                                          Date:
                                               ---------------------------------




                                     D-3B-6

<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).



                                     D-3B-7

<PAGE>

                  4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         ___      ___      Will the Transferee be purchasing the Transferred
         Yes      No       Certificate only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", then in
each case where the Transferee is purchasing for an account other than its own,
such account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificate will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.


                                        ----------------------------------------
                                        Print Name of Transferee or Adviser

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        IF AN ADVISER:


                                        ----------------------------------------
                                        Print Name of Transferee

                                        Date:
                                             -----------------------------------



                                     D-3B-8

<PAGE>

                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                  )
                          ) ss:
COUNTY OF                 )

                  ______________, being first duly sworn, deposes and says that:

                  1. He/She is the ____________________ of ____________________
(the prospective transferee (the "Transferee") of Morgan Stanley Dean Witter
Capital I Inc., Mortgage Pass-Through Certificates, Series 2000-LIFE1, Class
[R-I] [R-II] [R-III] [R-IV], evidencing a ____% Percentage Interest in such
Class (the "Residual Certificates")), a ________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement as amended and restated pursuant to which the Residual
Certificates were issued (the "Pooling and Servicing Agreement").

                  2. The Transferee (i) is, and as of the date of transfer will
be, a "Permitted Transferee" and will endeavor to remain a "Permitted
Transferee" for so long as it holds the Residual Certificates, and (ii) is
acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a possession of the United
States. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Transferee 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



                                     E-1-1

<PAGE>

with respect to the income on such residual interest, unless no significant
purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax.

                  4. The Transferee is aware of the tax imposed on a
"pass-through entity" holding the Residual Certificates if at any time during
the taxable year of the pass-through entity a non-Permitted Transferee is the
record holder of an interest in such entity. (For this purpose, a "pass-through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)

                  5. The Transferee is aware that the Certificate Registrar will
not register any transfer of the Residual Certificates by the Transferee unless
the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.

                  6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

                  7. The Transferee's taxpayer identification number is
_________________.

                  8. The Transferee has reviewed the provisions of Section
3.3(e) of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Residual Certificates (in particular, clause (ii)(F) of
Section 3.3(e) which authorizes the Paying Agent or the Trustee to deliver
payments on the Residual Certificate to a Person other than the Transferee and
clause (ii)(G) of Section 3.3(e) which authorizes the Trustee to negotiate a
mandatory sale of the Residual Certificates, in either case, in the event that
the Transferee holds such Residual Certificates in violation of Section 3.3(e));
and the Transferee expressly agrees to be bound by and to comply with such
provisions.

                  9. No purpose of the Transferee relating to its purchase or
any sale of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

                  10. The Transferee hereby represents to and for the benefit of
the transferor that the Transferee intends to pay any taxes associated with
holding the Residual Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Certificates.

                  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



                                     E-1-2

<PAGE>

Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements
of such provision.

                  12. The Transferee is a citizen or resident of the United
States, a corporation, a partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate or trust whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States.



                                     E-1-3

<PAGE>



                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to the authority of its Board of
Directors, by its ____________________ and its corporate seal to be hereunto
attached this day of ___________, ____.


                                          [NAME OF TRANSFEREE]



                                          By:
                                             -----------------------------------
                                             [Name of Officer]
                                             [Title of Officer]





                                     E-1-4

<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                                           _______________, 20__

Norwest Bank Minnesota, National Association,
  as Certificate Registrar
Norwest Center
6th and Marquette
Minneapolis, MN  55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Morgan Stanley Dean Witter Capital I Inc., Commercial Mortgage
                  Pass-Through Certificates, Series 2000-LIFE1 (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] [Class R-IV]
Certificates evidencing a ____% Percentage Interest in such Class (the "Residual
Certificates"). The Certificates, including the Residual Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of March 1,
2000, as amended and restated as of April 26, 2000 (the "Pooling and Servicing
Agreement"), among Morgan Stanley Dean Witter Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Lennar Partners,
Inc. as special servicer, Lasalle Bank National Association, as trustee, Norwest
Bank Minnesota, National Association, as paying agent and certificate registrar
and ABN AMRO Bank N.V., as fiscal agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

                  1. No purpose of the Transferor relating to the transfer of
the Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

                  2. The Transferor understands that the Transferee has
delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement. The Transferor does not know or believe that
any representation contained therein is false.

                  3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that



                                     E-2-1

<PAGE>

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.

                                      Very truly yours,



                                      ------------------------------------------
                                      (Transferor)
                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------




                                     E-2-2

<PAGE>

                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 2000-LIFE1, CLASS (THE "CERTIFICATES")

TO:      Morgan Guaranty Trust Company
                  of New York, Brussels Office
                  Euroclear Operation Center
                       or
                  CEDEL, S.A.

                  This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Certificates held by you or on your behalf
for our account are beneficially owned by (a) non -U.S person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

                  We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Certificates held by you or on your behalf for our account in accordance
with your operating procedures if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed that
this certification applies as of such date.

                  This certification excepts and does not relate to $__________
of such beneficial interest in the above Certificates in respect of which we are
not able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.




                                      F-1

<PAGE>

                  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened in
connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification to any interested party in such
proceedings.

Dated:  __________, 2000

                                      By:
                                         ---------------------------------------
                                      As, or as agent for, the beneficial
                                      owner(s) of the Certificates to which this
                                      certificate relates.



                                      F-2

<PAGE>



                                    EXHIBIT G

                       FORM OF PRIMARY SERVICING AGREEMENT



                            [Available Upon Request]





                                      G-1

<PAGE>


                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION


                               __________ __, 200_


TO:      The Depository Trust Company

         CEDEL BANK, S. A. or
         Morgan Guaranty Trust Company
                  of New York, Brussels Office
                  Euroclear Operation Center

         Wells Fargo Bank, National Association, as Master Servicer

         Norwest Bank Minnesota, National Association,
             as Certificate Registrar

         LaSalle Bank National Association,
             as Trustee


                  This is to notify you as to the transfer of the beneficial
interest in $_______________ of Morgan Stanley Dean Witter Capital I Inc.
Commercial Mortgage Pass-Through Certificates, Series 2000-LIFE1, Class __(the
"Certificates").

                  The undersigned is the owner of a beneficial interest in the
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]
and requests that on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account
#__________, with respect to $__________ principal denomination of the Class __
[Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and (ii)
[DTC] [Euroclear] [CEDEL] credit the beneficial interest of the below-named
purchaser, account #__________, in the Class __ [Rule 144A-IAI Global
Certificate] [Regulation S Global Certificate] in the same principal
denomination as follows:

                  Name:
                  Address:
                  Taxpayer I D. No.:

                  The undersigned hereby represents that this transfer is being
made in accordance with an exemption from the provisions of Section 5 of the
United States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption



                                      H-1

<PAGE>

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.]


                                      H-2

<PAGE>

                                    EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE


                    MORGAN STANLEY DEAN WITTER CAPITAL I INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 2000-LIFE1, CLASS (THE "CERTIFICATES")


TO:      Norwest Bank Minnesota, National Association, as Certificate Registrar
         Attn:  Corporate Trust Services (CMBS) MAC #N9309-121

         LaSalle Bank National Association, as Trustee
         Attn: Asset Backed Securities Trust Services Group
               Morgan Stanley Dean Witter Capital I Inc.
               Commercial Mortgage Pass-Through Certificates,
               Series 2000-LIFE1


                  This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount of the Certificates set forth below (our "Member
Organizations") substantially to the effect set forth in the Pooling and
Servicing Agreement dated as of March 1, 2000, as amended and restated as of
April 26, 2000 (the "Pooling and Servicing Agreement") among both of you, Morgan
Stanley Dean Witter Capital I Inc., ABN AMRO Bank N.V., Lennar Partners Inc.,
and Wells Fargo Bank, National Association, U.S. $__________ principal amount of
the above-captioned Certificates held by us or on our behalf are beneficially
owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the
Certificates in transactions that did not require registration under the United
States Securities Act of 1933, as amended (the "Securities Act"). As used in
this paragraph, the term "U.S. person" has the meaning given to it by Regulation
S under the Securities Act.

                  We further certify that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
interest in the Certificates identified above are no longer true and cannot be
relied upon as of the date hereof.

                  [On Release Date: We hereby acknowledge that no portion of the
Class __ Regulation S Temporary Global Certificate shall be exchanged for an
interest in the Class __ Regulation S Permanent Global Certificate (as each such
term is defined in the Pooling and Servicing Agreement) with respect to the
portion thereof for which we have not received the applicable certifications
from our Member Organizations.]

                  [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)
any payments received by us on the Class __ Regulation S Temporary Global
Certificate (as defined in the Pooling and Servicing



                                      I-1

<PAGE>

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

                                        [CEDEL BANK, S.A.]



                                        By:
                                           ------------------------------------




                                      I-2

<PAGE>


                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID






                                      J-1

<PAGE>


                                   EXHIBIT K-1

                          FORM OF PURCHASE AGREEMENT I

                            [Available Upon Request]




                                     K-1-1

<PAGE>




                                   EXHIBIT K-2

                          FORM OF PURCHASE AGREEMENT II

                            [Available Upon Request]




                                     K-2-1

<PAGE>

                                   EXHIBIT K-3

                         FORM OF PURCHASE AGREEMENT III

                            [Available Upon Request]




                                     K-3-1

<PAGE>

                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV

                            [Available Upon Request]


                                     K-4-1

<PAGE>



                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

                           [Available At CMSA Website]




                                      L-1

<PAGE>

                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT




                                      M-1

<PAGE>


                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

                           [Available At CMSA Website]




                                      N-1

<PAGE>

                                    EXHIBIT O

                     FORM OF SPECIAL SERVICER MONTHLY REPORT

                           [Available At CMSA Website]




                                      O-1

<PAGE>

                                    EXHIBIT P

                                    RESERVED



                                      P-1


<PAGE>


                                    EXHIBIT Q

                        FORM OF MORTGAGE LOAN INFORMATION

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                         REPEATED IN APPENDIX II TO THE

                              PROSPECTUS SUPPLEMENT



                                      Q-1

<PAGE>

                                    EXHIBIT R

                                    RESERVED






                                      R-1

<PAGE>

                                   EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, N.A.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention:Commercial Mortgage Pass-
   Through Series 2000-LIFE


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


                  KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-LIFE ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of March 1, 2000
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under the
Pooling and Servicing Agreement ("Wells Fargo Bank"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

                  To perform any and all acts which may be necessary or
appropriate to enable Wells Fargo Bank to service and administer the Mortgage
Loans (as defined in the Pooling and Servicing Agreement) in connection with the
performance by Wells Fargo Bank of its duties as Master Servicer under the
Pooling and Servicing Agreement, giving and granting unto Wells Fargo Bank full
power and authority to do and perform any and every act necessary, requisite, or
proper in connection with the foregoing and hereby ratifying, approving or
confirming all that Wells Fargo Bank shall lawfully do or cause to be done by
virtue hereof.


                                     S-1-1

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of , 2000.


                               LASALLE BANK NATIONAL ASSOCIATION, as trustee for
                               Morgan Stanley Dean Witter Capital I Inc.,
                               Commercial Mortgage Pass-Through Certificates,
                               Series 2000-LIFE



                               By:
                                  ---------------------------------------------
                               Name:
                                    -------------------------------------------
                               Title:
                                     ------------------------------------------




                                     S-1-2

<PAGE>

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

                           ALL-PURPOSE ACKNOWLEDGEMENT



                                        )
                                        )
                                        )


       On _________________ before me,  ________________________________________
                    Date                  Name and Title of Officer (i.e., Your
                                          Name, Notary Public)


personally appeared ___________________________________________________________
                                 Name(s) of Document Signer(s)

--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.


         WITNESS my hand and official seal.



         --------------------------------------------
                      Signature of Notary





                                           (Affix seal in the above blank space)




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



                                     S-1-3

<PAGE>


                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

LENNAR PARTNERS, INC.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention:Commercial Mortgage Pass-
   Through Series 2000-LIFE


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


                  KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for Morgan Stanley Dean Witter Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2000-LIFE ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of March 1, 2000
(the "Pooling and Servicing Agreement"), does hereby nominate, constitute and
appoint LENNAR PARTNERS, INC., as Special Servicer under the Pooling and
Servicing Agreement ("Lennar"), 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 Lennar to service and administer the Mortgage Loans (as
defined in the Pooling and Servicing Agreement) in connection with the
performance by Lennar of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto Lennar 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 Lennar
shall lawfully do or cause to be done by virtue hereof.



                                     S-2-1

<PAGE>



                  IN WITNESS WHEREOF, the undersigned has caused this limited
power of attorney to be executed as of this ___ day of March, 2000.

                                LASALLE BANK, as trustee for Morgan Stanley Dean
                                Witter Capital I Inc., Commercial Mortgage
                                Pass-Through Certificates, Series 2000-LIFE



                                By:
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title:
                                      -----------------------------------------




                                     S-2-2

<PAGE>


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

                           ALL-PURPOSE ACKNOWLEDGEMENT



                                        )
                                        )
                                        )


       On _________________ before me,  ________________________________________
                    Date                  Name and Title of Officer (i.e., Your
                                          Name, Notary Public)


personally appeared ___________________________________________________________
                                 Name(s) of Document Signer(s)

--------------------------------------------------------------------------------
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.



         --------------------------------------------
                      Signature of Notary





                                           (Affix seal in the above blank space)




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



                                     S-2-3

<PAGE>


                                    EXHIBIT T

                 FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

         "Debt Service Coverage Ratios" generally means the ratio of
"Underwritable Cash Flow" estimated to be produced by the related Mortgaged
Property to the annualized amount of debt service payable under that Mortgage
Loan. "Underwritable Cash Flow" in each case is an estimate of stabilized cash
flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a Mortgaged Property (consisting
primarily of rental income) less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses (such as insurance, real
estate taxes and, if applicable, ground lease payments) and (c) capital
expenditures and reserves for capital expenditures, including tenant improvement
costs and leasing commissions. Underwritable Cash Flow generally does not
reflect interest expenses and non-cash items such as depreciation and
amortization. In determining Underwritable Cash Flow for a Mortgaged Property,
the Master Servicer may rely on rent rolls and other generally unaudited
financial information provided by the respective borrowers and may estimate cash
flow taking into account historical financial statements, material changes in
the operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.



                                      T-1

<PAGE>


                                    EXHIBIT U

                 [Available Upon Request from Special Servicer]




                                      U-1

<PAGE>


                                    EXHIBIT V

                 [Available Upon Request from Special Servicer]





                                      V-1

<PAGE>


                                    EXHIBIT W

                         [Available on the CMSA Website]





                                      W-1

<PAGE>


                                    EXHIBIT X

                         [Available on the CMSA Website]



                                      X-1

<PAGE>


                                    EXHIBIT Y

                   [Available Upon Request from Paying Agent]




                                      Y-1

<PAGE>


                                   SCHEDULE I

                               JHREF LOAN SCHEDULE


                   See Appendix II to the Prospectus Supplement
                        filed pursuant to Rule 424(b)(5)






                                     S-I-1


<PAGE>


                                   SCHEDULE II

                              MSDWMC LOAN SCHEDULE


                   See Appendix II to the Prospectus Supplement
                        filed pursuant to Rule 424(b)(5)






                                     S-II-1

<PAGE>

                                  SCHEDULE III

                             PRINCIPAL LOAN SCHEDULE


                   See Appendix II to the Prospectus Supplement
                        filed pursuant to Rule 424(b)(5)





                                    S-III-1

<PAGE>


                                   SCHEDULE IV

                            WELLS FARGO LOAN SCHEDULE


                   See Appendix II to the Prospectus Supplement
                        filed pursuant to Rule 424(b)(5)





                                     S-IV-1

<PAGE>


                                   SCHEDULE V

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS






                                     S-V-1

<PAGE>


                                   SCHEDULE VI

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED






                                     S-VI-1